Cautionary Statement Regarding Forward-Looking Statements

Unless otherwise indicated, references to "Amcor," the "Company," "we," "our," and "us" in this Quarterly Report on Form 10-Q refer to Amcor plc and its consolidated subsidiaries.

This Quarterly Report on Form 10-Q contains certain ~~estimates, predictions, and other~~statements that are "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally identified with words like "believe," "expect," ~~"anticipate,~~"target", "project", "may," "could," "would," "approximately," "possible," "will," "should," "expect," "intend," "plan," "anticipate," "estimate," ~~"target,~~"potential," ~~"may," "will," "plan," "project," "should,"~~"outlook" or "continue," ~~"outlook," "approximately," "would," "could,"~~the negative of these words, other terms of similar meaning or the ~~negative thereof or other similar expressions, or discussion~~use of future ~~goals or aspirations, which are predictions of or indicate future events and trends and which do not relate to historical matters.~~dates. Such statements are based on ~~information available to management as of~~ the ~~time of such statements and relate to, among other things,~~current expectations of the ~~business environment in which we operate, projections~~management of Amcor and are qualified by the inherent risks and uncertainties surrounding future performance (financial and otherwise), including those of acquired companies, perceived opportunities in the market and statements regarding our strategy and vision. Forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may cause actualexpectations generally. Actual results ~~performance, or achievements to~~could differ materially from those currently anticipated ~~future results, performance~~due to a number of risks and uncertainties. None of Amcor or ~~achievements~~any of its respective directors, executive officers or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied ~~by such forward-looking statements. We undertake no obligation to publicly update or revise~~in any forward-looking ~~statement, whether as a result of new information, future events, or otherwise. Factors~~statements will actually occur. Risks and uncertainties that could cause actual results to differ from ~~those expected~~expectations include, but are not limited to:

~~We are exposed to~~ •The continued financial and operational impacts of the 2019 Novel Coronavirus ("COVID-19") pandemic on Amcor and its customers, suppliers, employees and the geographic markets in which it and its customers operate;

•changes in consumer demand patterns and customer requirements in numerous industries;

•the loss of key customers, a reduction in their production requirements or consolidation among key ~~customers which could have a significant adverse impact on our sales revenue and profitability;~~customers;

•significant competition in the industries and regions in which we ~~operate, which could adversely affect our business;~~operate;

~~the failure to realize the anticipated benefits of the acquisition of Bemis;~~

•the failure to successfully integrate ~~the business and operations of Bemis~~acquisitions in the expected time ~~frame may adversely affect our future results;~~frame;

~~we may be unable~~•the inability to expand our current business effectively through either organic growth, including by product innovation, or acquisitions;

•challenges to or the loss of our intellectual property ~~rights, which could have an adverse impact on our ability to compete effectively;~~rights;

•challenging current and future global economic ~~conditions, which have had, and may continue to have, a negative impact on our business operations and financial results;~~conditions;

~~our international operations subject us to various risks that could adversely affect our business operations and financial results;~~•impacts of operating internationally;

•price fluctuations or shortages in the availability of raw materials, energy and other inputs, which could adversely affect our business;

~~we are subject to~~ •production, supply and other commercial risks, including counterparty credit risks, which may be exacerbated in times of economic downturn;

•a failure in our information technology ~~systems which could negatively affect our business;~~systems;

~~if we are unable~~•an inability to attract and retain key ~~personnel, we may be adversely affected;~~personnel;

~~we are subject to~~ •costs and liabilities related to current and future environmental and health and safety laws and ~~regulations~~regulations;

•labor disputes;

•the possibility that ~~could adversely affect our business;~~

~~we are subject to~~ the ~~risk~~phase out of ~~labor disputes, which could adversely affect our business;~~

~~our financing agreements will need to be renegotiated if~~ the London Interbank Offered Rate ("LIBOR") ~~ceases~~causes our interest expense to ~~exist;~~increase;

~~we are exposed to~~ •foreign exchange rate risk;

•an increase in interest ~~rates could reduce our reported results of operations;~~rates;

•a downgrade in our credit rating that could increase our borrowing costs and negatively affect our financial condition and results of operations;

•a failure to hedge effectively against adverse fluctuations in interest rates and foreign exchange ~~rates could negatively impact our results of operations;~~rates;

•a significant write-down of goodwill and/or other intangible ~~assets would have a material adverse effect on~~ assets;

•our ~~reported results of operations and net worth;~~

~~significant demands have been placed on our financial controls and reporting systems as a result of the acquisition of Bemis;~~

~~if we fail~~need to maintain an effective system of internal control over financial reporting in the ~~future, we may not be able to accurately report our financial condition, results~~future;

•an inability of ~~operations or cash flows, which may adversely affect investor confidence in us and, as a result, the value of our common stock;~~

our insurance policies, including our use of a captive insurance company, ~~may not~~to provide adequate protection against all of the risks we face;

•litigation or regulatory ~~developments which could adversely affect our business operations and financial performance;~~developments;

•changing government regulations in environmental, health, and safety ~~matters which may adversely affect our company;~~matters; and

~~our success is dependent on~~ •our ability to develop and successfully introduce new products and to develop, acquire and retain intellectual property rights.

These risks and ~~other risks,~~ uncertainties ~~and assumptions~~are supplemented by those identified from time to time in our filings with the Securities and Exchange Commission, including without limitation, those described under Part I, "Item 1A - Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2019 could cause actual future results~~2020. You can obtain copies of Amcor’s filings with the SEC for free at the SEC’s website (www.sec.gov). Forward-looking statements included herein are made only as of the date hereof and Amcor does not undertake any obligation to ~~differ materially from those projected~~update any forward-looking statements, or any other information in ~~the forward-looking statements. In addition, actual future results could differ materially from those projected in the forward-looking statements~~this communication, as a result of ~~changes~~new information, future developments or otherwise, or to correct any inaccuracies or omissions in ~~the assumptions used in making such~~them which become apparent, except as expressly required by law. All forward-looking ~~statements.~~

~~You should read this Quarterly Report and the documents that we reference~~statements in this ~~Quarterly Report and have filed as exhibits to~~communication are qualified in their entirety by this ~~Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these~~ cautionary ~~statements.~~statement.

Part I - Financial Information

Item 1. Financial Statements

Amcor plc and Subsidiaries

Condensed Consolidated Statement of Income

(Unaudited)


	Three Months Ended December 31,						Six Months Ended December 31,							Three Months Ended September 30,
($ in millions, except per share data)	2019			2018			2019			2018			($ in millions, except per share data)	2020		2019
Net sales	$	3,043.1		$	2,285.4		$	6,183.8		$	4,545.6		Net sales	$	3,097	$	3,141
Cost of sales	(2,425.8		)	(1,832.4		)	(5,019.8		)	(3,701.0		)	Cost of sales	(2,443)		(2,594)

Gross profit	617.3			453.0			1,164.0			844.6			Gross profit	654		547

Operating expenses:													Operating expenses:
Selling, general, and administrative expenses	(308.3		)	(205.3		)	(680.2		)	(403.6		)	Selling, general, and administrative expenses	(329)		(371)
Research and development expenses	(23.5		)	(17.3		)	(49.4		)	(31.5		)	Research and development expenses	(26)		(26)
Restructuring and related expenses	(24.1		)	(39.9		)	(41.7		)	(52.4		)	Restructuring and related expenses	(23)		(18)
Other income, net	10.9			31.0			20.2			41.9			Other income, net	0		9

Operating income	272.3			221.5			412.9			399.0			Operating income	276		141

Interest income	6.3			5.2			13.0			8.1			Interest income	3		7
Interest expense	(52.3		)	(52.1		)	(112.0		)	(108.4		)	Interest expense	(40)		(60)
Other non-operating income (loss), net	4.4			5.7			12.0			3.1			Other non-operating income (loss), net	3		8

Income from continuing operations before income taxes and equity in income (loss) of affiliated companies	230.7			180.3			325.9			301.8			Income from continuing operations before income taxes and equity in income (loss) of affiliated companies	242		96

Income tax expense	(45.1		)	(31.1		)	(66.9		)	(52.8		)	Income tax expense	(61)		(22)
Equity in income (loss) of affiliated companies, net of tax	2.2			(8.6		)	4.5			(6.9		)	Equity in income (loss) of affiliated companies, net of tax	19		2

Income from continuing operations	187.8			140.6			263.5			242.1			Income from continuing operations	200		76

Income (loss) from discontinued operations, net of tax	—			—			(7.7		)	—			Income (loss) from discontinued operations, net of tax	0		(8)

Net income	$	187.8		$	140.6		$	255.8		$	242.1		Net income	$	200	$	68

Net (income) loss attributable to non-controlling interests	$	(2.2	)	$	(2.0	)	$	(4.2	)	$	(5.1	)	Net (income) loss attributable to non-controlling interests	(2)		(2)

Net income attributable to Amcor plc	$	185.6		$	138.6		$	251.6		$	237.0		Net income attributable to Amcor plc	$	198	$	66

Basic earnings per share:													Basic earnings per share:
Income from continuing operations	$	0.115		$	0.120		$	0.160		$	0.205		Income from continuing operations	$	0.127	$	0.045
Income from discontinued operations	—			—			(0.005		)	—
Loss from discontinued operations													Loss from discontinued operations	0		(0.005)
Net income	$	0.115		$	0.120		$	0.155		$	0.205		Net income	$	0.127	$	0.041

Diluted earnings per share:													Diluted earnings per share:
Income from continuing operations	$	0.115		$	0.120		$	0.160		$	0.204		Income from continuing operations	$	0.126	$	0.045
Income from discontinued operations	—			—			(0.005		)	—
Loss from discontinued operations													Loss from discontinued operations	0		(0.005)
Net income	$	0.115		$	0.120		$	0.155		$	0.204		Net income	$	0.126	$	0.041

Note: Per share amounts may not add due to rounding. See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Statement of Comprehensive Income

(Unaudited)


	Three Months Ended December 31,						Six Months Ended December 31,							Three Months Ended September 30,
($ in millions)	2019			2018			2019			2018			($ in millions)	2020		2019
Net income	$	187.8		$	140.6		$	255.8		$	242.1		Net income	$	200	$	68
Other comprehensive income (loss):													Other comprehensive income (loss):
Net gains (losses) on cash flow hedges, net of tax (a)	2.5			(2.3		)	3.1			(4.5		)	Net gains (losses) on cash flow hedges, net of tax (a)	4		1
Foreign currency translation adjustments, net of tax (b)	67.9			(20.8		)	17.2			12.7			Foreign currency translation adjustments, net of tax (b)	24		(51)
Net investment hedge of foreign operations, net of tax (c)	(0.1		)	10.8			(2.0		)	(14.1		)	Net investment hedge of foreign operations, net of tax (c)	0		(2)
Pension, net of tax (d)	0.6			(30.3		)	1.5			(30.0		)	Pension, net of tax (d)	2		1
Other comprehensive income (loss)	70.9			(42.6		)	19.8			(35.9		)	Other comprehensive income (loss)	30		(51)
Total comprehensive income	258.7			98.0			275.6			206.2			Total comprehensive income	230		17
Comprehensive (income) loss attributable to non-controlling interest	(2.2		)	(1.1		)	(4.2		)	(4.2		)	Comprehensive (income) loss attributable to non-controlling interest	(2)		(2)
Comprehensive income attributable to Amcor plc	$	256.5		$	96.9		$	271.4		$	202.0		Comprehensive income attributable to Amcor plc	$	228	$	15

(a) Tax (expense) benefit related to cash flow hedges	$	(0.8	)	$	0.9		$	(0.8	)	$	1.2		(a) Tax (expense) benefit related to cash flow hedges	$	(1)	$	0
(b) Tax (expense) benefit related to foreign currency translation adjustments	$	1.7		$	2.6		$	(0.4	)	$	(2.2	)	(b) Tax (expense) benefit related to foreign currency translation adjustments	$	3	$	(2)
(c) Tax (expense) benefit related to net investment hedge of foreign operations	$	(0.1	)	$	(6.1	)	$	0.8		$	1.4		(c) Tax (expense) benefit related to net investment hedge of foreign operations	$	0	$	1
(d) Tax (expense) benefit related to pension adjustments	$	(0.2	)	$	(6.2	)	$	(0.4	)	$	(6.3	)	(d) Tax (expense) benefit related to pension adjustments	$	1	$	0

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Balance Sheet

(Unaudited)


(in millions)	December 31, 2019			June 30, 2019			(in millions)	September 30, 2020		June 30, 2020
Assets							Assets
Current assets:							Current assets:
Cash and cash equivalents	$	673.8		$	601.6		Cash and cash equivalents	$	757	$	743
Trade receivables, net	1,669.1			1,864.3			Trade receivables, net	1,673		1,616
Inventories, net	1,891.8			1,953.8			Inventories, net	1,784		1,832
Prepaid expenses and other current assets	452.9			374.3			Prepaid expenses and other current assets	398		344
Assets held for sale	—			416.1
Total current assets	4,687.6			5,210.1			Total current assets	4,612		4,535
Non-current assets:							Non-current assets:
Investments in affiliated companies	96.8			98.9			Investments in affiliated companies	0		78
Property, plant and equipment, net	3,757.5			3,975.0			Property, plant and equipment, net	3,649		3,615
Operating lease assets	553.3			—			Operating lease assets	504		525
Deferred tax assets	159.4			190.9			Deferred tax assets	145		135
Other intangible assets, net	2,094.1			2,306.8			Other intangible assets, net	1,951		1,994
Goodwill	5,246.3			5,156.0			Goodwill	5,382		5,339
Employee benefit assets	40.6			40.2			Employee benefit assets	46		44
Other non-current assets	197.0			187.1			Other non-current assets	176		177
Total non-current assets	12,145.0			11,954.9			Total non-current assets	11,853		11,907
Total assets	$	16,832.6		$	17,165.0		Total assets	$	16,465	$	16,442
Liabilities							Liabilities
Current liabilities:							Current liabilities:
Current portion of long-term debt	$	4.2		$	5.4		Current portion of long-term debt	$	13	$	11
Short-term debt	353.0			788.8			Short-term debt	225		195
Trade payables	2,075.8			2,303.4			Trade payables	1,808		2,171
Accrued employee costs	314.4			378.4			Accrued employee costs	432		477
Other current liabilities	1,020.0			1,044.9			Other current liabilities	1,148		1,120
Liabilities held for sale	—			20.9
Total current liabilities	3,767.4			4,541.8			Total current liabilities	3,626		3,974
Non-current liabilities:							Non-current liabilities:
Long-term debt, less current portion	5,853.5			5,309.0			Long-term debt, less current portion	6,361		6,028
Operating lease liabilities	491.3			—			Operating lease liabilities	445		466
Deferred tax liabilities	726.5			1,011.7			Deferred tax liabilities	674		672
Employee benefit obligations	371.0			386.8			Employee benefit obligations	394		392
Other non-current liabilities	220.0			241.0			Other non-current liabilities	221		223
Total non-current liabilities	7,662.3			6,948.5			Total non-current liabilities	8,095		7,781
Total liabilities	11,429.7			11,490.3			Total liabilities	11,721		11,755

Commitments and contingencies (See Note 16)
Commitments and contingencies (See Note 15)							Commitments and contingencies (See Note 15)

Shareholders' Equity							Shareholders' Equity
Amcor plc shareholders’ equity:							Amcor plc shareholders’ equity:
Ordinary shares ($0.01 par value)							Ordinary shares ($0.01 par value)
Authorized (9,000.0 shares)							Authorized (9,000.0 shares)
Issued (1,604.0 and 1,625.9 shares, respectively)	16.1			16.3
Issued (1,568.5 and 1,568.5 shares, respectively)							Issued (1,568.5 and 1,568.5 shares, respectively)	16		16
Additional paid-in capital	5,783.2			6,007.5			Additional paid-in capital	5,481		5,480
Retained earnings	254.4			323.7			Retained earnings	258		246
Accumulated other comprehensive income (loss)	(702.6		)	(722.4		)	Accumulated other comprehensive income (loss)	(1,019)		(1,049)
Treasury shares (1.1 and 1.4 shares, respectively)	(11.4		)	(16.1		)
Treasury shares (4.9 and 6.7 shares, respectively)							Treasury shares (4.9 and 6.7 shares, respectively)	(49)		(67)
Total Amcor plc shareholders' equity	5,339.7			5,609.0			Total Amcor plc shareholders' equity	4,687		4,626
Non-controlling interest	63.2			65.7			Non-controlling interest	57		61
Total shareholders' equity	5,402.9			5,674.7			Total shareholders' equity	4,744		4,687
Total liabilities and shareholders' equity	$	16,832.6		$	17,165.0		Total liabilities and shareholders' equity	$	16,465	$	16,442

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Statement of Cash Flows

(Unaudited)


	Six Months Ended December 31,							Three Months Ended September 30,
($ in millions)	2019			2018			($ in millions)	2020		2019
Cash flows from operating activities:							Cash flows from operating activities:
Net income	$	255.8		$	242.1		Net income	$	200	$	68
Adjustments to reconcile net income to net cash provided by operating activities:							Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and impairment	331.8			187.0			Depreciation, amortization and impairment	145		184
Net periodic benefit cost	3.2			5.3			Net periodic benefit cost	3		2
Amortization of debt discount and deferred financing costs	2.9			2.6			Amortization of debt discount and deferred financing costs	2		1
Amortization of deferred gain on sale and leasebacks	—			(3.1		)

Net gain on disposal of property, plant and equipment	(0.5		)	(9.5		)	Net gain on disposal of property, plant and equipment	(1)		0
Net loss on disposal of businesses							Net loss on disposal of businesses	6		0
Equity in (income) loss of affiliated companies	(4.5		)	6.9			Equity in (income) loss of affiliated companies	(19)		(2)
Net foreign exchange (gain) loss	15.0			(5.4		)	Net foreign exchange (gain) loss	1		7
Share-based compensation	13.1			8.3			Share-based compensation	14		6
Other, net	0.7			(1.0		)	Other, net	(28)		11
Loss on transition to hyperinflationary accounting for Argentine subsidiaries	27.0			19.0
Loss from hyperinflationary accounting for Argentine subsidiaries							Loss from hyperinflationary accounting for Argentine subsidiaries	6		19
Deferred income taxes, net	(116.9		)	1.1			Deferred income taxes, net	(3)		(37)
Dividends received from affiliated companies	6.8			4.7			Dividends received from affiliated companies	3		0
Changes in operating assets and liabilities, excluding effect of acquisitions, divestitures, and currency	(192.4		)	(223.3		)	Changes in operating assets and liabilities, excluding effect of acquisitions, divestitures, and currency	(439)		(348)
Net cash provided by operating activities	342.0			234.7
Net cash (used in) provided by operating activities							Net cash (used in) provided by operating activities	(110)		(89)
Cash flows from investing activities:							Cash flows from investing activities:
(Issuance) of loans to affiliated companies	0.6			(0.6		)
Investments in affiliated companies	—			(0.8		)

Purchase of property, plant and equipment and other intangible assets	(206.6		)	(172.0		)	Purchase of property, plant and equipment and other intangible assets	(114)		(115)
Proceeds from divestiture	397.1			0.2			Proceeds from divestiture	138		397
Proceeds from sales of property, plant and equipment and other intangible assets	2.9			60.3			Proceeds from sales of property, plant and equipment and other intangible assets	3		2
Net cash (used in) provided by investing activities	194.0			(112.9		)	Net cash (used in) provided by investing activities	27		284
Cash flows from financing activities:							Cash flows from financing activities:
Proceeds from issuance of shares	0.9			12.0			Proceeds from issuance of shares	5		1
Settlement of forward contracts	—			(28.5		)

Purchase of treasury shares	(11.3		)	(21.2		)	Purchase of treasury shares	0		(10)
Proceeds from issuance of treasury shares under dividend reinvestment plan	—			13.0

Proceeds from (purchase of) non-controlling interest	4.7			3.5			Proceeds from (purchase of) non-controlling interest	1		0
Proceeds from issuance of long-term debt	44.9			1,294.9			Proceeds from issuance of long-term debt	1		229
Repayment of long-term debt	(2,112.5		)	(1,192.8		)	Repayment of long-term debt	(122)		(1,360)
Net borrowing/(repayment) of commercial paper	2,662.5			(17.2		)	Net borrowing/(repayment) of commercial paper	350		1,054
Net borrowing/(repayment) of short-term debt	(417.5		)	(2.3		)	Net borrowing/(repayment) of short-term debt	30		(161)
Repayment of lease liabilities	(0.6		)	(0.7		)	Repayment of lease liabilities	(1)		0
Share buyback/cancellations	(222.6		)	—			Share buyback/cancellations	0		(58)
Dividends paid	(390.6		)	(290.6		)	Dividends paid	(188)		(1)
Net cash used in financing activities	(442.1		)	(229.9		)
Net cash (used in) provided by financing activities							Net cash (used in) provided by financing activities	76		(306)

Effect of exchange rates on cash and cash equivalents	(21.7		)	(22.0		)	Effect of exchange rates on cash and cash equivalents	21		(11)

Net increase (decrease) in cash and cash equivalents	72.2			(130.1		)	Net increase (decrease) in cash and cash equivalents	14		(122)
Cash and cash equivalents balance at beginning of year	601.6			620.8			Cash and cash equivalents balance at beginning of year	743		602

Cash and cash equivalents balance at end of period	$	673.8		$	490.7		Cash and cash equivalents balance at end of period	$	757	$	480

Supplemental cash flow information:							Supplemental cash flow information:
Interest paid, net of amounts capitalized	$	91.9		$	97.9		Interest paid, net of amounts capitalized	$	22	$	45
Income taxes paid	$	184.2		$	62.3		Income taxes paid	$	107	$	54

Supplemental non-cash disclosures relating to investing and financing activities:							Supplemental non-cash disclosures relating to investing and financing activities:
Purchase of property and equipment, accrued but unpaid							Purchase of property and equipment, accrued but unpaid	$	58	$	59

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Condensed Consolidated Statement of Equity

(Unaudited)


($ in millions, except per share data)	Ordinary Shares		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Shares		Non-controlling Interest		Total
Balance as of June 30, 2019	$	16	$	6,008	$	324	$	(722)	$	(16)	$	65	$	5,675
Net income (loss)					66						2		68
Other comprehensive income (loss)							(51)						(51)
Share buyback/cancellations	0		(58)										(58)
Dividends declared ($0.120 per share)					(196)						0		(196)
Options exercised and shares vested			(15)						15				0

Purchase of treasury shares									(10)				(10)

Share-based compensation expense			6										6
Cumulative adjustment related to the adoption of ASC 842					58								58
Balance as of September 30, 2019	$	16	$	5,941	$	252	$	(773)	$	(11)	$	67	$	5,492













Balance as of June 30, 2020	$	16	$	5,480	$	246	$	(1,049)	$	(67)	$	61	$	4,687
Net income (loss)					198						2		200
Other comprehensive income (loss)							30				0		30

Dividends declared ($0.115 per share)					(181)						(7)		(188)
Options exercised and shares vested			(13)						18				5

Share-based compensation expense			14										14
Change in non-controlling interest											1		1
Cumulative adjustment related to the adoption of ASC 326 (1)					(5)								(5)
Balance as of September 30, 2020	$	16	$	5,481	258		$	(1,019)	$	(49)	$	57	$	4,744

($ in millions, except per share data) Ordinary Shares Additional Paid-In Capital Retained
Earnings Accumulated Other Comprehensive Income (Loss) Treasury Shares Non-controlling Interest Total
Balance as of September 30, 2018 $ —
$ 796.6
$ 381.8
$ (701.8 ) $ (30.3 ) $ 69.8
$ 516.1
Net income (loss) 138.6
2.0
140.6
Other comprehensive income (loss) (41.7 ) (0.9 ) (42.6 )
Dividends declared (10.5 ) (10.5 )
Options exercised and shares vested (2.3 ) 5.1
2.8
Issuance of treasury shares under dividend reinvestment plan 13.0
13.0
Share-based compensation expense 3.8
3.8
Change in non-controlling interest 3.6
3.6
Balance as of December 31, 2018 $ —
$ 798.1
$ 520.4
$ (743.5 ) $ (12.2 ) $ 64.0
$ 626.8

Balance as of June 30, 2018 $ —
$ 784.4
$ 561.4
$ (708.5 ) $ (10.7 ) $ 68.8
$ 695.4
Net income (loss) 237.0
5.1
242.1
Other comprehensive income (loss) (35.0 ) (0.9 ) (35.9 )
Dividends declared ($0.240 per share) (278.0 ) (12.6 ) (290.6 )
Options exercised and shares vested (19.6 ) 31.8
12.2
Settlement of forward contracts to purchase own equity to meet share based incentive plans, net of tax 25.1
(25.1 ) —
Purchase of treasury shares (21.2 ) (21.2 )
Issuance of treasury shares under dividend reinvestment plan 13.0
13.0
Share-based compensation expense 8.3
8.3
Change in non-controlling interest (0.1 ) 3.6
3.5
Balance as of December 31, 2018 $ —
$ 798.1
$ 520.4
$ (743.5 ) $ (12.2 ) $ 64.0
$ 626.8

Balance as of September 30, 2019 $ 16.2
$ 5,940.7
$ 252.3
$ (773.5 ) $ (11.5 ) $ 67.2
$ 5,491.4
Net income (loss) 185.6
2.2
187.8
Other comprehensive income (loss) 70.9
70.9
Share buyback/cancellations (0.1 ) (164.2 ) (164.3 )
Dividends declared ($0.115 per share) (183.5 ) (10.9 ) (194.4 )
Options exercised and shares vested (0.4 ) 1.2
0.8
Purchase of treasury shares (1.1 ) (1.1 )
Share-based compensation expense 7.1
7.1
Change in non-controlling interest 4.7
4.7
Balance as of December 31, 2019 $ 16.1
$ 5,783.2
$ 254.4
$ (702.6 ) $ (11.4 ) $ 63.2
$ 5,402.9

Balance as of June 30, 2019 $ 16.3
$ 6,007.5
$ 323.7
$ (722.4 ) $ (16.1 ) $ 65.7
$ 5,674.7
Net income (loss) 251.6
4.2
255.8
Other comprehensive income (loss) 19.8
19.8
Share buyback/cancellations (0.2 ) (222.4 ) (222.6 )
Dividends declared ($0.235 per share) (379.1 ) (11.4 ) (390.5 )
Options exercised and shares vested (15.0 ) 16.0
1.0
Purchase of treasury shares (11.3 ) (11.3 )
Share-based compensation expense 13.1
13.1
Change in non-controlling interest 4.7
4.7
Cumulative adjustment related to the adoption of ASC 842 (1) 58.2
58.2
Balance as of December 31, 2019 $ 16.1
$ 5,783.2
$ 254.4
$ (702.6 ) $ (11.4 ) $ 63.2
$ 5,402.9
(1)Refer to Note 2, "New Accounting Guidance" for more information.


~~(1)~~	~~Refer to Note 2, "New Accounting Guidance" for more information.~~

See accompanying notes to condensed consolidated financial statements.

Amcor plc and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Note 1 - Nature of Operations and Basis of Presentation

Amcor plc ("Amcor" or the "Company") is a global packaging company that employs approximately ~~50,000~~47,000 people across approximately ~~250~~230 principal manufacturing sites in more than 40 countries. The Company develops and produces a broad range of packaging products including flexible packaging and rigid packaging containers.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“("U.S. ~~GAAP”~~GAAP") for interim financial information. Consistent with these requirements, this Form 10-Q does not include all the information required by U.S. GAAP for complete financial statements. It is management's opinion, however, that all material adjustments (consisting of normal recurring accruals) have been made which are necessary for a fair statement of its financial position, results of operations and cash flows. For further information, this Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, ~~2019.~~2020. There have been no material changes in the accounting policies followed by the Company during the current fiscal year other than the adoption of a new accounting pronouncement discussed below.

The Company reclassified prior year comparative figures in the condensed consolidated statement of cash flows to conform to the current year's presentation. ~~In addition, the Company reclassified certain prior year comparative figures from interest expense to net sales to conform to the current year’s presentation.~~ This change in presentation did not have an impact on the Company’s financial condition or operating results.

Certain amounts in the Company's notes to condensed consolidated financial statements may not add or recalculate due to rounding.

Note 2 - New Accounting Guidance

Recently Adopted Accounting Standards

In ~~February 2018,~~June 2016, the Financial Accounting Standards Board ("FASB") issued guidance that requires the Company to disclose a description of the Company’s accounting policy for releasing income tax effects from accumulated other comprehensive income and whether the Company elects to reclassify the stranded income tax effects from the Tax Cuts and Jobs Act (‘‘The Act’’), along with information about other income tax effects that are reclassified. For all entities, the guidance was effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Entities can choose whether to apply the amendments retrospectively to each period in which the effect of the Act is recognized or to apply the amendments in the period of adoption. This guidance was effective for the Company on July 1, 2019. The Company adopted the new guidance effective July 1, 2019 and did not elect the optional reclassification.

In August 2017, the FASB issued guidance which simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. For public business entities, the amendments in Accounting Standards Update ("ASU") 2017-12 were effective for financial statements issued for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. This guidance was effective for the Company on July 1, 2019 using the modified respective approach, with the exception of presentation and disclosure guidance2016-13, which is ~~adopted prospectively. Implementation of the standard did not have a material impact on the the Company's condensed consolidated financial statements.~~

~~In February 2016, the FASB issued~~ guidance that required lessees to put most leases on their balance sheets but recognize expenses on their income statements in a manner similar to past accounting guidance. The guidance also eliminates the previous real estate-specific provisions and changes the guidance on sale-leaseback transactions, initial direct costs and lease executory costs for all entities. Lease classification will determine how to recognize lease-related revenue and expense. The Company adopted the new lease standard at July 1, 2019 using a simplified transition option that allows for a cumulative-effect adjustment in the period of adoption and therefore did not restate prior periods. The Company also elected to adopt the package of practical expedients which allows for existing operating leases to continue to be classified as operating leases under the new guidance without reassessing whether the contracts contain a lease under the new guidance or whether classification of the operating lease would be different under the new standard. The Company did not elect the use-of-hindsight practical expedient but did adopt the practical expedient pertaining to land easements which provides the option not to reassess whether land easements not previously accounted for as leases under prior leasing guidance would be leases under the new guidance.

Adoption of the new leasing standard resulted in the following impacts to the Company's unaudited condensed consolidated financial statements as of the adoption date: the establishment of a lease liability of $590.5 million, including current portion, a corresponding right-of-use asset of $569.8 million, and the reclassification of approximately $58.2 million (net of tax) of deferred gains on sale leaseback transactions.

~~The complete impact of the changes made to the Company's unaudited condensed consolidated balance sheet due to the adoption of the new leasing guidance were as follows:~~

($ in millions) June 30, 2019 Adjustments due to Adoption At July 1, 2019
Operating lease assets —
569.8
569.8
Other current liabilities 1,044.9
54.3
1,099.2
Operating lease liabilities —
506.8
506.8
Deferred tax liabilities 1,011.7
18.7
1,030.4
Other non-current liabilities 241.0
(68.2 ) 172.8
Retained earnings 323.7
58.2
381.9

Due to the adoption of the guidance using the simplified transition option, there are no changes to the Company's previously reported results prior to July 1, 2019. Lease expense is not expected to change materially as a result of adoption of the new guidance. The Company changed its disclosures related to leasing beginning in fiscal year 2020. Refer to Note 10, "Leases".

~~Accounting Standards Not Yet Adopted~~

~~In June 2016, the FASB issued guidance which requires~~requiring financial assets, or a group of financial assets measured at amortized cost basis to be presented at the net amount expected to be collected when ~~finalized.~~finalized using a loss methodology known as the current expected credit loss methodology ("CECL"). The allowance for credit losses is a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. This updated guidance ~~affects~~impacts loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. ~~For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.~~ The guidance ~~will be~~was effective for the Company on July 1, 2020 and ~~will be~~was adopted using the modified retrospective approach. The Company ~~is currently assessing~~changed its disclosures related to credit losses; refer to Note 9, "Trade Receivables, Net".

The cumulative effect of the ~~impact that~~changes made to our consolidated July 1, 2020 balance sheet related to the adoption of ~~this new guidance will have on its condensed consolidated financial statements.~~CECL is as follows:


	June 30, 2020		Adjustments Due to Adoption		July 1, 2020
Trade receivables, net	$	1,616	$	(7)	$	1,609
Deferred tax assets	135		2		137
Retained earnings	246		(5)		241

Accounting Standards Not Yet Adopted

In December 2019, the FASB issued updated guidance to simplify the accounting for income taxes by removing certain exceptions and improving the consistent application of U.S. GAAP in other tax accounting areas. This guidance is effective for annual reporting periods, and any interim periods within those annual periods, that begin after December 15, 2020 with early adoption permitted. Accordingly, the guidance will be effective for the Company on July 1, 2021. The Company is currently evaluating the impact that this guidance will have on its financial statements and related disclosures.

In March 2020, the FASB issued optional expedients and exceptions to ease the potential burden in accounting for reference rate reform related to contract modifications, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued, subject to meeting certain criteria. The Company is currently evaluating whether to elect the adoption of this optional guidance.

The Company considers the applicability and impact of all ASUs issued by the FASB. The Company determined that all other ASUs not yet adopted to be either not applicable or are expected to have minimal impact on the Company's consolidated financial statements at this time.

~~Note 3 - Acquisitions~~

~~Bemis Company, Inc.~~

On June 11, 2019, the Company completed the acquisition of 100% of the outstanding shares of Bemis Company, Inc ("Bemis"), a global manufacturer of flexible packaging products based in the United States. Pursuant to the Transaction Agreement, dated as of August 6, 2018, each outstanding share of Bemis common stock that was issued and outstanding upon completion of the transaction was converted into the right to receive 5.1 ordinary shares of the Company traded on the New York Stock Exchange ("NYSE").

~~The following table summarizes the fair value of consideration exchanged:~~

Bemis shares outstanding at June 11, 2019 (in millions) 91.7
Share exchange ratio 5.1
Price per share (based on Amcor’s closing share price on June 11, 2019) $ 11.18
Total equity consideration ($ in millions) $ 5,229.6

The acquisition of Bemis positions the Company as a global leader in consumer packaging with a comprehensive global footprint in flexible packaging and greater scale in key regions of North America, Latin America, Asia Pacific and Europe, along with industry-leading research and development capabilities.

The acquisition of Bemis was accounted for as a business combination in accordance with ASC 805, "Business Combinations," which required allocation of the purchase price to the estimated fair values of assets acquired and liabilities assumed in the transaction. The Company has made measurement period adjustments at December 31, 2019 resulting in a $99.8 million increase to goodwill, which includes a $162.9 million decrease to property, plant and equipment, a $98.8 million decrease to finite lived intangible assets, a $154.3 million decrease to deferred tax liabilities, along with other adjustments to assets held for sale and working capital. The Company estimated the preliminary fair value of acquired assets and liabilities as of the acquisition date based on information currently available and has adjusted those estimates primarily upon further evaluation of property and equipment acquired, and related adjustment to finite lived intangibles acquired and deferred taxes. The allocation of fair value for the assets and liabilities acquired remains preliminary given the number of global locations acquired and may continue to be adjusted up to one year after the acquisition. Accordingly, final determination of the fair values may result in further adjustments to the values presented in the following table.

($ in millions)
Cash and cash equivalents $ 3.3
Trade receivables 436.0
Inventories 679.6
Prepaid expenses and other current assets 83.3
Assets held for sale 464.2
Property, plant and equipment 1,227.8
Deferred tax assets 35.5
Other intangible assets 1,931.4
Other non-current assets 34.5
Total identifiable assets acquired 4,895.6

Current portion of long-term debt 1.7
Short-term debt 8.6
Trade payables 287.7
Accrued employee costs 161.1
Other current liabilities 283.0
Liabilities held for sale 21.9
Long-term debt, less current portion 1,365.3
Deferred tax liabilities 628.3
Employee benefit obligation 62.6
Other non-current liabilities 83.3
Total liabilities assumed 2,903.5
Net identifiable assets acquired 1,992.1
Goodwill 3,237.5
Net assets acquired $ 5,229.6

~~The following table details the preliminary identifiable intangible assets acquired from Bemis, their fair values and estimated useful lives:~~

Fair Value Weighted-average Estimated Useful Life
($ in millions) (Years)
Customer relationships $ 1,650.0
15
Technology 110.0
7
Other 171.4
7
Total other intangible assets $ 1,931.4

The purchase price allocation is preliminary in nature and subject to adjustments, which could be material. Any necessary adjustments will be finalized within one year from the date of acquisition. The preliminary allocation of the purchase price as of December 31, 2019 has resulted in $3,237.5 million of goodwill for the Flexibles segment, which is not tax deductible. The goodwill on acquisition represents the future economic benefit expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce and non-contractual relationships, as well as expected future synergies. As the Company finalizes the valuation of assets acquired and liabilities assumed, it will determine to which reporting units within the Company's segments any changes in goodwill should be recorded.

The fair value measurement of tangible and intangible assets and liabilities was based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy. Level 3 fair market values were determined using a variety of information, including estimated future cash flows, appraisals and market

~~comparables.~~

Closing of the Bemis acquisition was conditional upon the receipt of regulatory approvals, approval by both Amcor and Bemis shareholders, and satisfaction of other customary conditions. In order to satisfy certain regulatory approvals, the Company was required to divest three of Bemis' medical packaging facilities located in the United Kingdom and Ireland ("EC Remedy") and 3 Amcor medical packaging facilities in the United States ("U.S. Remedy"). The U.S. Remedy was completed during the fourth quarter of fiscal 2019 and the Company received $214.2 million resulting in a gain of $159.1 million. The EC Remedy was completed during the first quarter of fiscal 2020 and the Company received $397.1 million and recorded a loss on the sale of $8.8 million which is the result of the reclassification of accumulated foreign currency translation amounts from accumulated other comprehensive income to earnings from discontinued operations upon sale of the EC Remedy.

Note 43 - Discontinued Operations

On February 11, 2019, the Company received approval from the European Commission ("EC") for the acquisition of ~~Bemis.~~Bemis Company, Inc. ("Bemis"). A condition of the approval was an agreement to divest ~~three~~3 Bemis medical packaging facilities located in the United Kingdom and Ireland ("EC Remedy"). Upon completion of the Bemis acquisition on June 11, 2019, the Company determined that the EC Remedy met the criteria to be classified as a discontinued operation, in accordance with ASC 205-20, "Discontinued Operations." The sale of the EC Remedy closed on August 8, 2019. The Company recorded a loss on the sale of ~~$8.8~~$9 million, which is the result of the reclassification of accumulated foreign currency translation amounts from accumulated other comprehensive income to earnings from discontinued operations upon sale of the EC Remedy.

The following table summarizes the results of the EC Remedy, classified as discontinued operations, from July 1, 2019 until the sale of the EC Remedy on August 8, 2019:


	Three Months Ended September 30,
($ in millions)	2020		2019
Net sales	$	0	$	16

Income (loss) from discontinued operations	0		(7)
Tax expense on discontinued operations	0		(1)
Income (loss) from discontinued operations, net of tax	$	0	$	(8)

Three Months Ended December 31, Six Months Ended December 31,
($ in millions) 2019
Net sales $ —
$ 15.8

Income (loss) from discontinued operations —
(7.1 )
Tax expense on discontinued operations —
0.6
Income (loss) from discontinued operations, net of tax $ —
$ (7.7 )

Note 54 - Restructuring Plans

2019 Bemis Integration Plan

In connection with the acquisition of Bemis, the Company initiated restructuring activities in the fourth quarter of 2019 aimed at integrating and optimizing the combined organization. As previously announced, the Company continues to target realizing approximately $180 million of pre-tax synergies driven by procurement, supply chain, and general and administrative savings by the end of fiscal year 2022.

The Company's total 2019 Bemis Integration Plan pre-tax integration costs are expected to be approximately $200 million. The total 2019 Bemis Integration Plan costs include $165 million of restructuring and related expenses and $35 million of general integration expenses. The restructuring and related expenses are comprised of approximately ~~$100~~$90 million in employee related expenses, ~~$30~~$25 million in fixed asset related expenses, ~~$15~~$20 million in other restructuring and ~~$20~~$30 million in restructuring related expenses. The breakdown of expenses incurred to date is broadly proportionate to the breakdown by major type of the estimated overall program expenses. The Company estimates that approximately $150 million of the $200 million total integration costs will result in cash expenditures, of which $115 million relate to restructuring and related expenditures. Cash payments for the ~~six~~three months ended ~~December 31, 2019~~September 30, 2020 were ~~$44.7~~$18 million, of which ~~$23.6~~$14 million were payments related to restructuring and related expenditures. Cash payments of approximately $50 million to ~~$60~~$55 million are expected for the balance of the fiscal year with $40 million to ~~$50~~$45 million representing payments for restructuring and related expenses. The 2019 Bemis Integration Plan relates to the Flexibles segment and Corporate and is expected to be completed by the end of fiscal year 2022.

Restructuring related costs are directly attributable to restructuring activities; however, they do not qualify for special accounting treatment as exit or disposal activities. General integration costs are not linked to restructuring. The Company believes the disclosure of restructuring related costs provides more information on the total cost of our 2019 Bemis Integration Plan. The restructuring related costs relate primarily to the closure of facilities and include costs to replace graphics, train new employees on relocated equipment and anticipated ~~loss~~losses on sale of closed facilities.

2018 Rigid Packaging Restructuring Plan

On August 21, 2018, the Company announced a restructuring plan in Amcor Rigid Packaging ("2018 Rigid Packaging Restructuring Plan") aimed at reducing structural costs and optimizing the footprint. The Plan includes the closures of manufacturing facilities and headcount reductions to achieve manufacturing footprint optimization and productivity improvements as well as overhead cost reductions.

The Company's total 2018 Rigid Packaging Restructuring Plan pre-tax restructuring costs are expected to be approximately ~~$95~~$110 million with the main component being the cost to exit manufacturing facilities and employee related costs. The Company estimates that approximately ~~$65~~$70 million of the ~~$95~~$110 million total costs will result in cash expenditures. Cash payments for the ~~six~~three months ended ~~December 31, 2019~~September 30, 2020 were ~~$6.5~~$10 million, with approximately ~~$10~~$5 million to ~~$15~~$10 million expected during the remainder of the fiscal year. The 2018 Rigid Packaging Restructuring Plan is expected to be ~~materially~~substantially completed during ~~this~~ fiscal ~~year.~~year 2021.

Other Restructuring Plans

The Company has entered into other individually immaterial restructuring plans ("Other Restructuring Plans"). The Company's restructuring charge related to these ~~Plans~~plans was approximately ~~$0.7~~$9 million and ~~$12.3 million~~0 for the three months ended ~~December 31,~~September 30, 2020 and 2019, ~~and 2018, respectively, and $1.0 million and $14.7 million~~respectively. The Company's total incurred restructuring charge for Other Restructuring Plans primarily relates to the ~~six months ended December 31, 2019 and 2018, respectively.~~Flexibles reporting segment.

Consolidated Amcor Restructuring Plans

The total costs incurred from the beginning of the Company's material restructuring plans are as follows:


($ in millions)	2018 Rigid Packaging Restructuring Plan		2019 Bemis Integration Plan		Other Restructuring Plans		Total Restructuring and Related Expenses (1)
Fiscal year 2019 net charges to earnings	$	64	$	48	$	19	$	131
Fiscal year 2020 net charges to earnings	37		60		18		115
Fiscal year 2021 first quarter net charges to earnings	8		6		9		23


Expense incurred to date	$	109	$	115	$	45	$	269

($ in millions) 2018 Rigid Packaging Restructuring Plan 2019 Bemis Integration Plan Other Restructuring Plans Total Restructuring and Related Expenses (1)
Fiscal year 2019 net charges to earnings 64.1
47.9
18.8
130.8
Fiscal year 2020 first quarter net charges to earnings 3.4
13.9
0.3
17.6
Fiscal year 2020 second quarter net charges to earnings 2.6
20.8
0.7
24.1
Expense incurred to date $ 70.1
$ 82.6
$ 19.8
$ 172.5
(1)Total restructuring and related expenses includes restructuring related costs from the 2019 Bemis Integration Plan of $15 million and $1 million for fiscal year 2020 and first quarter of fiscal year 2021, respectively.


~~(1)~~	~~Total restructuring and related expenses includes~~ ~~$1.8 million~~, ~~$3.6 million~~ ~~and~~ ~~$1.5 million~~ ~~for the fiscal year 2019, fiscal year 2020 first quarter and fiscal year 2020 second quarter, respectively, of restructuring related costs from the 2019 Bemis Integration Plan.~~

An analysis of the Company's restructuring plan liability is as follows:


($ in millions)	Employee Costs		Fixed Asset Related Costs		Other Costs		Total Restructuring Costs
Liability balance at June 30, 2020	$	70	$	3	$	12	$	85
Net charges to earnings	12		1		9		22

Cash paid	(15)		(4)		(7)		(26)

Foreign currency translation	(2)		0		0		(2)
Liability balance at September 30, 2020	$	65	$	0	$	14	$	79

($ in millions) Employee Costs Fixed Asset Related Costs Other Costs Total Restructuring Costs
Liability balance at June 30, 2019 72.5
6.7
8.4
87.6
Net charges to earnings 23.6
5.4
7.7
36.7
Cash paid (27.9 ) (0.2 ) (8.8 ) (36.9 )
Non-cash and other —
(5.2 ) —
(5.2 )
Foreign currency translation (0.4 ) (0.1 ) (0.1 ) (0.6 )
Liability balance at December 31, 2019 $ 67.8
$ 6.6
$ 7.2
81.6

The costs related to restructuring activities have been presented on the consolidated statement of income as restructuring and related expenses. The accruals related to restructuring activities have been recorded on the unaudited condensed consolidated balance sheet under other current liabilities and other non-current liabilities.

Note 65 - Inventories, Net

Inventories, net are summarized as follows:


($ in millions)	September 30, 2020		June 30, 2020
Raw materials and supplies	$	807	$	809
Work in process and finished goods	1,087		1,127
Less: inventory reserves	(110)		(104)
Total inventories, net	$	1,784	$	1,832

($ in millions) December 31, 2019 June 30, 2019
Raw materials and supplies $ 850.4
$ 864.6
Work in process and finished goods 1,137.6
1,180.9
Less: inventory reserves (96.2 ) (91.7 )
Total inventories, net $ 1,891.8
$ 1,953.8

The following tables provide details of amounts reclassified from accumulated other comprehensive income (loss):


	Three Months Ended September 30,
($ in millions)	2020		2019
Amortization of pension:
Amortization of prior service credit	$	0	$	(1)
Amortization of actuarial loss	2		2

Total before tax effect	2		1
Tax benefit on amounts reclassified into earnings	1		0
Total net of tax	$	3	$	1

(Gains) losses on cash flow hedges:
Commodity contracts	$	3	$	2

Treasury locks	1		0
Total before tax effect	4		2
Tax benefit on amounts reclassified into earnings	0		0
Total net of tax	$	4	$	2

(Gains) losses on foreign currency translation:
Foreign currency translation adjustment (1)	$	25	$	9
Total before tax effect	25		9
Tax benefit on amounts reclassified into earnings	0		0
Total net of tax	$	25	$	9

(1) During the three months ended September 30, 2020, the Company recorded a gain on disposal of AMVIG and other non-core businesses. Upon completion of the sales, $25 million of accumulated foreign currency translation was transferred from accumulated other comprehensive income to earnings. Refer to Note 16, "Disposals" for more information on disposals. During the three months ended September 30, 2019, the Company recorded a loss on the sale of the EC Remedy of $9 million, which is the result of the reclassification of accumulated foreign currency translation amounts from accumulated other comprehensive income to earnings. Refer to Note 3, "Discontinued Operations" for more information on the sale of the EC Remedy.

Three Months Ended December 31, Six Months Ended December 31,
($ in millions) 2019 2018 2019 2018
Amortization of pension:
Amortization of prior service credit $ (0.4 ) $ (0.5 ) $ (0.8 ) $ (1.0 )
Amortization of actuarial loss 1.5
1.0
3.0
2.0
Effect of pension settlement/curtailment —
(0.3 ) —
(0.3 )
Total before tax effect 1.1
0.2
2.2
0.7
Tax benefit on amounts reclassified into earnings (0.1 ) —
(0.3 ) —
Total net of tax $ 1.0
$ 0.2
$ 1.9
$ 0.7

(Gains) losses on cash flow hedges:
Commodity contracts $ 1.6
$ 0.3
$ 3.1
$ (0.2 )
Forward exchange contracts 0.5
0.9
0.8
0.6
Total before tax effect 2.1
1.2
3.9
0.4
Tax benefit on amounts reclassified into earnings (0.3 ) —
(0.7 ) —
Total net of tax $ 1.8
$ 1.2
$ 3.2
$ 0.4

(Gains) losses on foreign currency translation:
Foreign currency translation adjustment (1) $ —
$ —
$ 8.8
$ —
Total before tax effect —
—
8.8
—
Tax benefit on amounts reclassified into earnings —
—
—
—
Total net of tax $ —
$ —
$ 8.8
$ —


~~(1)~~	During the first fiscal quarter of 2020, the Company recorded a loss on the sale of the EC Remedy of $8.8 million, which is the result of the reclassification of accumulated foreign currency translation amounts from accumulated other comprehensive income to earnings. Refer to Note 4, "Discontinued Operations" for more information.

Note 13 - Segments

~~Note 14 - Segments~~

The Company's business is organized and presented in the 2 reportable segments outlined below:

Flexibles: Consists of operations that manufacture flexible and film packaging in the food and beverage, medical and pharmaceutical, fresh produce, snack food, personal care, and other industries.

Rigid Packaging: Consists of operations that manufacture rigid containers for a broad range of predominantly beverage and food products, including carbonated soft drinks, water, juices, sports drinks, milk-based beverages, spirits and beer, sauces, dressings, spreads and personal care items and plastic caps for a wide variety of applications.

Other consists of the Company's undistributed corporate expenses including executive and functional compensation costs, equity method investments, ~~including AMVIG, undistributed corporate expenses,~~ intercompany eliminations and other business activities.

Operating segments are organized along the Company's product lines and geographical areas. In conjunction with the acquisition of Bemis, the Company reassessed its segment reporting structure in the first fiscal quarter of 2020 and elected to disaggregate the Flexibles Americas operating segment into Flexibles North America and Flexibles Latin America. The 5 Flexibles operating segments (Flexibles Europe, Middle East and Africa; Flexibles North America, Flexibles Latin America; Flexibles Asia Pacific and Specialty Cartons) have been aggregated in the Flexibles reporting segment as they exhibit similarity in long-term forecasted economic characteristics, similarity in the products they offer, their production technologies, the customers they serve, the nature of their service delivery models, and their regulatory environments.

In the fourth quarter of fiscal year 2019, in connection with the acquisition of Bemis, the Company changed its measure of segment performance from adjusted operating income to adjusted earnings before interest and tax ("EBIT") from continuing operations. The Company's chief operating decision maker, the Global Management Team ("GMT"), evaluates performance and allocates resources based on adjusted EBIT from continuing operations. The Company defines adjusted EBIT as operating income adjusted to eliminate the impact of certain items that the Company does not consider indicative of its ongoing operating performance and to include equity in income (loss) of affiliated companies. The GMT consists of the Managing Director and Chief Executive Officer and his direct reports and provides strategic direction and management oversight of the day to day activities of the Company.

The accounting policies of the reportable segments are the same as those in the consolidated financial statements. During the first quarter of fiscal 2021, the Company has revised the presentation of adjusted earnings before interest and tax ("Adjusted EBIT") from continuing operations in the reportable segments to include an allocation of certain research and development and selling, general and administrative expenses that management previously reflected in Other. The Company ~~also has investments in operations in AMVIG that~~refines its expense allocation methodologies to the reportable segments periodically as more refined information becomes available and to align with industry or market changes. Corporate expenses are ~~accounted for under~~allocated to the ~~equity method of accounting and, accordingly, those results are not included in segment net sales.~~reportable segments based primarily on direct attribution. Prior periods have been recast to conform to the new cost allocation methodology.

The following table presents information about reportable segments:


	Three Months Ended September 30,
($ in millions)	2020		2019
Sales including intersegment sales
Flexibles	$	2,400	$	2,431
Rigid Packaging	698		711
Other	0		0
Total sales including intersegment sales	3,098		3,142

Intersegment sales
Flexibles	1		1
Rigid Packaging	0		0
Other	0		0
Total intersegment sales	1		1

Net sales	$	3,097	$	3,141

Adjusted EBIT from continuing operations
Flexibles	$	312	$	283
Rigid Packaging	72		69
Other	(27)		(17)
Adjusted EBIT from continuing operations	358		335
Less: Material restructuring programs (1)	(14)		(17)

Less: Material acquisition costs and other (2)	(9)		(84)
Less: Amortization of acquired intangible assets from business combinations (3)	(41)		(68)

Less: Impact of hyperinflation (4)	(4)		(15)
Add: Net gain on disposals (5)	9		0
EBIT from continuing operations	298		151

Interest income	3		7
Interest expense	(40)		(60)
Equity in (income) loss of affiliated companies, net of tax	(19)		(2)
Income from continuing operations before income taxes and equity in income (loss) of affiliated companies	$	242	$	96

Three Months Ended December 31, Six Months Ended December 31,
($ in millions) 2019 2018 2019 2018
Sales including intersegment sales
Flexibles $ 2,414.7
$ 1,608.2
$ 4,845.5
$ 3,142.0
Rigid Packaging 629.2
677.6
1,339.8
1,404.3
Other —
—
—
—
Total sales including intersegment sales 3,043.9
2,285.8
6,185.3
4,546.3

Intersegment sales
Flexibles 0.8
0.4
1.5
0.7
Rigid Packaging —
—
—
—
Other —
—
—
—
Total intersegment sales 0.8
0.4
1.5
0.7

Net sales $ 3,043.1
$ 2,285.4
$ 6,183.8
$ 4,545.6

Adjusted EBIT from continuing operations
Flexibles $ 329.4
$ 211.4
$ 619.9
$ 368.9
Rigid Packaging 59.5
80.2
130.0
148.5
Other (24.9 ) (9.6 ) (50.9 ) (24.0 )
Adjusted EBIT from continuing operations 364.0
282.0
699.0
493.4
Less: Material restructuring programs (1) (23.4 ) (27.6 ) (40.7 ) (37.7 )
Less: Impairments in equity method investments (2) —
(11.4 ) —
(13.9 )
Less: Material acquisition costs and other (3) (17.7 ) (29.8 ) (101.2 ) (35.1 )
Less: Amortization of acquired intangible assets from business combinations (4) (40.9 ) (4.7 ) (109.2 ) (9.5 )
Add/(Less): Economic net investment hedging activities not qualifying for hedge accounting (5) —
4.2
—
1.5
Less: Impact of hyperinflation (6) (3.1 ) (9.6 ) (18.5 ) (19.0 )
Add: Net legal settlements (7) —
15.5
—
15.5
EBIT from continuing operations 278.9
218.6
429.4
395.2

Interest income 6.3
5.2
13.0
8.1
Interest expense (52.3 ) (52.1 ) (112.0 ) (108.4 )
Equity in (income) loss of affiliated companies, net of tax (2.2 ) 8.6
(4.5 ) 6.9
Income from continuing operations before income taxes and equity in income (loss) of affiliated companies $ 230.7
$ 180.3
$ 325.9
$ 301.8

~~(1)~~

(1)Material restructuring programs includes the 2018 Rigid Packaging Restructuring Plan and the 2019 Bemis Integration Plan for the three and six months ended December 31, 2019. For the three and six months ended December 31, 2018, material restructuring plans include the 2018 Rigid Packaging Restructuring Plan. Refer to Note 5, "Restructuring Plans," for more information about the Company's restructuring plans.


~~(2)~~	~~Impairments in equity method investments includes the impairment charges related to other-than-temporary impairments related to the investment in AMVIG.~~


~~(3)~~	Material acquisition costs and other includes $58.0 million amortization of Bemis acquisition related inventory fair value step-up and $43.2 million of Bemis transaction related costs and integration costs not qualifying as exit costs for the six months ended December 31, 2019.


~~(4)~~	Amortization of acquired intangible assets from business combinations includes amortization expenses related to all acquired intangible assets from acquisitions impacting the periods presented, including $26.4 million of sales backlog amortization for the six months ended December 31, 2019 from the Bemis acquisition.


~~(5)~~	Economic net investment hedging activities not qualifying for hedge accounting includes the exchange rate movements on external loans not deemed to be effective net investment hedging instruments resulting from the our conversion to U.S. GAAP from Australian Accounting Standards ("AAS") recognized in other non-operating income (loss), net.


~~(6)~~	~~Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the functional currency was the Argentine Peso.~~


~~(7)~~	~~Net legal settlements includes the impact of significant legal settlements after associated costs.~~

The Company does not have sales to a single customer that exceeded 10% of consolidated net sales for the three and six months ended December 31, 2019. Sales to PepsiCo, and its subsidiaries, accounted for approximately 10.2% of net sales under multiple separate contractual agreements for the six months ended December 31, 2018. The Company sells to this customer in both the Rigid Packaging and the Flexibles reportable segments. For the three months ended ~~December 31, 2018 no single customer exceeded 10%~~September 30, 2020 and 2019. Refer to Note 4, "Restructuring Plans," for more information about the Company's restructuring plans.

(2)Material acquisition costs and other includes Bemis transaction related costs and integration costs not qualifying as exit costs for the three months ended September 30, 2020. Material acquisition costs and other includes $58 million amortization of ~~consolidated net sales.~~Bemis acquisition related inventory fair value step-up and $26 million of Bemis transaction related costs and integration costs not qualifying as exit costs for the three months ended September 30, 2019.

(3)Amortization of acquired intangible assets from business combinations includes amortization expenses related to all acquired intangible assets from acquisitions impacting the periods presented, including $26 million of sales backlog amortization for the three months ended September 30, 2019 from the Bemis acquisition.

(4)Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the functional currency was the Argentine Peso.

(5)Net gain on disposals includes the gain realized upon the disposal of AMVIG and other non-core businesses. Refer to Note 16, "Disposals" for more information about the Company's disposals.

The following tables ~~disaggregate net~~disaggregates sales, excluding intersegment sales, information by geography in which the Company operates based on manufacturing or selling operation:


Net Sales	Three Months Ended September 30,
	2020						2019
($ in millions)	Flexibles		Rigid Packaging		Total		Flexibles		Rigid Packaging		Total
North America	$	900	$	587	$	1,486	$	908	$	585	$	1,493
Latin America	227		111		338		263		126		389
Europe	894		0		894		886		0		886
Asia Pacific	378		0		378		374		0		374
Net sales	$	2,399	$	698	$	3,097	$	2,430	$	711	$	3,141

Three Months Ended December 31, Six Months Ended December 31,
($ in millions) 2019 2018 2019 2018
North America $ 1,361.9
$ 710.6
$ 2,854.8
$ 1,480.6
Latin America 394.9
296.0
783.6
559.3
Europe 904.1
933.0
1,789.6
1,818.2
Asia Pacific 382.2
345.8
755.8
687.5
Net sales $ 3,043.1
$ 2,285.4
$ 6,183.8
$ 4,545.6

Note 1514 - Earnings Per Share Computations

The Company applies the two-class method when computing its earnings per share ("EPS"), which requires that net income per share for each class of share be calculated assuming all of the Company's net income is distributed as dividends to each class of share based on their contractual rights.

Basic EPS is computed by dividing net income available to ordinary shareholders by the weighted-average number of ordinary shares outstanding after excluding the ordinary shares to be repurchased using forward contracts. Diluted EPS includes the effects of share options, restricted shares, performance rights, performance shares and share rights, if dilutive.


	Three Months Ended September 30,
(in millions, except per share amounts)	2020		2019
Numerator
Net income attributable to Amcor plc	$	198	$	66
Distributed and undistributed earnings attributable to shares to be repurchased	0		0
Net income available to ordinary shareholders of Amcor plc—basic and diluted	$	198	$	66
Net income available to ordinary shareholders of Amcor plc from continuing operations—basic and diluted	$	198	$	74
Net income available to ordinary shareholders of Amcor plc from discontinued operations—basic and diluted	$	0	$	(8)

Denominator
Weighted-average ordinary shares outstanding	1,562.5		1,623.5
Weighted-average ordinary shares to be repurchased by Amcor plc	(2.0)		(0.3)
Weighted-average ordinary shares outstanding for EPS—basic	1,560.5		1,623.2
Effect of dilutive shares	4.8		2.9
Weighted-average ordinary shares outstanding for EPS—diluted	1,565.3		1,626.1

Per ordinary share income
Income from continuing operations	$	0.127	$	0.045
Income from discontinued operations	0		(0.005)
Basic earnings per ordinary share	$	0.127	$	0.041

Income from continuing operations	$	0.126	$	0.045
Income from discontinued operations	0		(0.005)
Diluted earnings per ordinary share	$	0.126	$	0.041

Three Months Ended December 31, Six Months Ended December 31,
(in millions, except per share amounts) 2019 2018 2019 2018
Numerator

Net income attributable to Amcor plc $ 185.6
$ 138.6
$ 251.6
$ 237.0
Distributed and undistributed earnings attributable to shares to be repurchased —
(0.3 ) (0.1 ) (0.5 )
Net income available to ordinary shareholders of Amcor plc—basic and diluted $ 185.6
$ 138.3
$ 251.5
$ 236.5
Net income available to ordinary shareholders of Amcor plc from continuing operations—basic and diluted $ 185.6
$ 138.3
$ 259.2
$ 236.5
Net income available to ordinary shareholders of Amcor plc from discontinued operations—basic and diluted $ —
$ —
$ (7.7 ) $ —

Denominator
Weighted-average ordinary shares outstanding 1,613.7
1,156.6
1,618.6
1,156.5
Weighted-average ordinary shares to be repurchased by Amcor plc (0.3 ) (2.5 ) (0.5 ) (2.5 )
Weighted-average ordinary shares outstanding for EPS—basic 1,613.4
1,154.1
1,618.1
1,154.0
Effect of dilutive shares 2.0
2.5
1.7
3.6
Weighted-average ordinary shares outstanding for EPS—diluted 1,615.4
1,156.6
1,619.8
1,157.6

Per ordinary share income
Income from continuing operations $ 0.115
$ 0.120
$ 0.160
$ 0.205
Income from discontinued operations —
—
(0.005 ) —
Basic earnings per ordinary share $ 0.115
$ 0.120
$ 0.155
$ 0.205

Income from continuing operations $ 0.115
$ 0.120
$ 0.160
$ 0.204
Income from discontinued operations —
—
(0.005 ) —
Diluted earnings per ordinary share $ 0.115
$ 0.120
$ 0.155
$ 0.204
Note: Per share amounts are computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in average quarterly shares outstanding and all other quarterly amounts may not equal the total year due to rounding.

Certain outstanding share options were excluded from the diluted earnings per share calculation because they were anti-dilutive. The excluded share options for the three ~~and six~~ months ended ~~December 31,~~September 30, 2020 and 2019 represented an aggregate of ~~23.4~~22.8 million and ~~20.4 million shares, respectively. The excluded share options for the three and six months ended December 31, 2018 represented an aggregate of 7.5 million and 7.5~~17.3 million shares, respectively.

Note 1615 - Contingencies and Legal Proceedings

Contingencies - Brazil

~~Contingencies~~

The Company's operations in Brazil are involved in various governmental assessments and litigation, principally related to claims for excise and income taxes. The Company will vigorously defend its positions and believes it will prevail on most, if not all, of these matters. The Company does not believe that the ultimate resolution of these matters will materially impact the Company's consolidated results of operations, financial position or cash flows. Under customary local regulations, the Company's Brazilian subsidiaries may need to post cash or other collateral if a challenge to any administrative assessment proceeds to the Brazilian court system; however, the level of cash or collateral already pledged or potentially required to be pledged would not significantly impact the ~~liquidity of Amcor.~~Company's liquidity. At ~~December 31, 2019~~both September 30, 2020 and June 30, ~~2019,~~2020, the Company has recorded an accrual of ~~$15.9~~$12 million, ~~and $16.4 million, respectively,~~ included in other non-current liabilities in the unaudited condensed consolidated balance sheet, and has estimated a reasonably possible loss exposure in excess of the accrual of ~~$26.4 million and $23.7 million, respectively.~~$18 million. The litigation process is subject to many uncertainties and the outcome of individual matters cannot be accurately predicted. The Company routinely assesses these matters as to probability of ultimately incurring a liability and records the best estimate of the ultimate loss in situations where the likelihood of an ultimate loss is probable. The Company's assessments are based on its knowledge and experience, but the ultimate outcome of any of these matters may differ from the Company's estimates.

As of ~~December 31, 2019,~~September 30, 2020, Amcor has provided letters of credit of ~~$43.6~~$33 million, judicial insurance of $1 million, and deposited cash of ~~$13.5~~$10 million with the courts to continue to defend the cases.

Contingencies - Environmental Matters

The Company, along with others, has been identified as a potentially responsible party ("PRP") at several waste disposal sites under U.S. federal and related state environmental statutes and regulations and may face potentially material environmental remediation obligations. While the Company benefits from various forms of insurance policies, actual coverage may not, or only partially, cover the total potential exposures. The Company has recorded $17 million aggregate accruals for its share of estimated future remediation costs at these sites.

In addition to the matters described above, the Company has also recorded aggregate accruals of $46 million for potential liabilities for remediation obligations at various worldwide locations that are owned or operated by the Company, or were formerly owned or operated.

While the Company believes that its accruals are adequate to cover its future obligations, there can be no assurance that the ultimate payments will not exceed the accrued amounts. Nevertheless, based on the available information, the Company does not believe that its potential environmental obligations will have a material adverse effect upon its liquidity, results of operations or financial condition.

Legal Proceedings

On April 18, 2019, prior to the closure of the Amcor and Bemis transaction, litigation funding firm, Burford Capital, notified Bemis on behalf of 2 shareholder funds (BCIM Strategic Value Master Fund LP and BCIM SV SMA I LLC) that the funds would not accept the fixed exchange ratio for Amcor shares and instead intended to file a case asking a Missouri state court to appraise the value of their Bemis shares and compensate them accordingly. On June 24, 2019, the Burford funds sent a formal written demand for payment of the fair value of the funds’ shares. On September 6, 2019, the Burford funds filed a Petition for Appraisal of Stock in the Missouri court. On November 4, 2019, Bemis filed an Answer to the Petition for Appraisal of Stock. The matter has entered into the discovery stage. As the Company is in the early stages of this proceeding, it is difficult to predict the potential outcome.

NaN lawsuits brought by purported holders of Bemis stock against Bemis and Bemis directors and officers are pending in federal court in the U.S. District Court for the Southern District of New York, in which plaintiffs are seeking damages for alleged violations of the Securities Exchange Act of 1934, as amended, and U.S. Securities and Exchange Commission rules and regulations. Plaintiffs allege a failure to adequately disclose ~~adequately~~ information in the proxy statement issued in connection with the Amcor-Bemis merger. The cases are: Dixon, et al. v. Bemis Company, Inc. et al. and Stein v. Bemis Company, Inc. et alal.., which were instituted on April 15, 2019 and April 17, 2019, respectively. On March 10, 2020 the federal court in the U.S. District Court for the Southern District of New York consolidated the 2 pending cases into a single class action.

In addition, a purported holder of Bemis stock filed a putative derivative suit in the Cole County Circuit Court, Nineteenth Judicial District of Missouri, against Bemis directors and Amcor, alleging that the directors breached fiduciary duties in connection with the Amcor-Bemis merger and that Amcor aided and abetted breaches of fiduciary duty. The case is Scarantino, et al. v. Amcor Limited, et al., which was instituted on April 19, 2019.

~~Amcor~~ The Company intends to defend the claims made in the pending actions. It is too early for ~~Amcor~~the Company to provide any reliable assessment of the likely quantum of any damages that may become payable if its defense is unsuccessful in whole or in part. Although it is not possible at present to establish a reliable assessment of damages, there can be no assurance that any damages that may be awarded will not be material to the results of operations or financial condition of ~~Amcor.~~the Company.

Note 16 - Disposals

During the three months ended September 30, 2020, the Company disposed of an equity method investment and other non-core businesses. The Company completed the sale of the equity method investment in AMVIG on September 30, 2020, realizing a net gain of $15 million, which was recorded in the line equity in income (loss) of affiliated companies, net of tax. The Company also completed the disposal of 2 non-core businesses in India and Argentina in the Flexibles segment during the first quarter of fiscal 2021, recording a loss on sale of $6 million, which was primarily driven by the reclassification of cumulative translation adjustments that had previously been recorded in other comprehensive income.

Note 17 - Subsequent Events

On ~~February 11,~~November 5, 2020, the Company's Board of Directors declared a quarterly cash dividend of ~~$0.115~~$0.1175 per share to be paid on ~~March 24,~~December 15, 2020 to shareholders of record as of ~~March 4,~~November 24, 2020. Amcor has received a waiver from the Australian Securities Exchange ("ASX") settlement operating rules, which will allow Amcor to defer processing conversions between ~~its~~ ordinary share and CHESS Depositary Instrument ("CDI") registers from ~~March 3,~~November 23, 2020 to ~~March 4,~~November 24, 2020, inclusive.

On November 5, 2020, the Company's Board of Directors approved a $150 million buyback of ordinary shares and Chess Depositary Instruments ("CDIs"). Pursuant to this program, purchases of the Company's ordinary shares and CDIs will be made subject to market conditions and at prevailing market prices, through open market purchases. The Company expects to complete the share buyback by the end of fiscal year 2021; however, the timing, volume and nature of repurchases may be amended, suspended or discontinued at any time.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis ("M,D&A") should be read in conjunction with the Financial Statements and Notes to Condensed Consolidated Financial Statements. Throughout the M,D&A, amounts and percentages may not recalculate due to rounding.

Summary of Financial Results


	Three Months Ended September 30,
($ in millions)	2020				2019
Net sales	$	3,097	100.0	%	$	3,141	100.0	%
Cost of Sales	(2,443)		(78.9	%)	(2,594)		(82.6	%)

Gross profit	654		21.1	%	547		17.4	%

Operating expenses:
Selling, general, and administrative expenses	(329)		(10.6	%)	(371)		(11.8	%)
Research and development expenses	(26)		(0.8	%)	(26)		(0.8	%)
Restructuring and related expenses	(23)		(0.7	%)	(18)		(0.6	%)
Other income, net	—		—	%	9		0.3	%

Operating income	276		8.9	%	141		4.5	%

Interest income	3		0.1	%	7		0.2	%
Interest expense	(40)		(1.3	%)	(60)		(1.9	%)
Other non-operating income (loss), net	3		0.1	%	8		0.3	%

Income from continuing operations before income taxes and equity in income (loss) of affiliated companies	242		7.8	%	96		3.1	%

Income tax expense	(61)		(2.0	%)	(22)		(0.7	%)
Equity in income (loss) of affiliated companies	19		0.6	%	2		0.1	%

Income from continuing operations	200		6.5	%	76		2.4	%

Income (loss) from discontinued operations	—		—	%	(8)		(0.3	%)

Net income	$	200	6.5	%	$	68	2.2	%

Net (income) loss attributable to non-controlling interests	(2)		(0.1	%)	(2)		(0.1	%)

Net income attributable to Amcor plc	$	198	6.4	%	$	66	2.1	%

Three Months Ended December 31, Six Months Ended December 31,
($ in millions, except per share amounts) 2019 2018 2019 2018
Net sales $ 3,043.1
100.0 % $ 2,285.4
100.0 % $ 6,183.8
100.0 % $ 4,545.6
100.0 %
Cost of Sales (2,425.8 ) (79.7 %) (1,832.4 ) (80.2 %) (5,019.8 ) (81.2 %) (3,701.0 ) (81.4 %)

Gross profit 617.3
20.3 % 453.0
19.8 % 1,164.0
18.8 % 844.6
18.6 %

Operating expenses:
Selling, general, and administrative expenses (308.3 ) (10.1 %) (205.3 ) (9.0 %) (680.2 ) (11.0 %) (403.6 ) (8.9 %)
Research and development expenses (23.5 ) (0.8 %) (17.3 ) (0.8 %) (49.4 ) (0.8 %) (31.5 ) (0.7 %)
Restructuring and related expenses (24.1 ) (0.8 %) (39.9 ) (1.7 %) (41.7 ) (0.7 %) (52.4 ) (1.2 %)
Other income, net 10.9
0.4 % 31.0
1.4 % 20.2
0.3 % 41.9
0.9 %

Operating income 272.3
8.9 % 221.5
9.7 % 412.9
6.7 % 399.0
8.8 %

Interest income 6.3
0.2 % 5.2
0.2 % 13.0
0.2 % 8.1
0.2 %
Interest expense (52.3 ) (1.7 %) (52.1 ) (2.3 %) (112.0 ) (1.8 %) (108.4 ) (2.4 %)
Other non-operating income (loss), net 4.4
0.1 % 5.7
0.2 % 12.0
0.2 % 3.1
0.1 %

Income from continuing operations before income taxes and equity in income (loss) of affiliated companies 230.7
7.6 % 180.3
7.9 % 325.9
5.3 % 301.8
6.6 %

Income tax expense (45.1 ) (1.5 %) (31.1 ) (1.4 %) (66.9 ) (1.1 %) (52.8 ) (1.2 %)
Equity in income (loss) of affiliated companies 2.2
0.1 % (8.6 ) (0.4 %) 4.5
0.1 % (6.9 ) (0.2 %)

Income from continuing operations 187.8
6.2 % 140.6
6.2 % 263.5
4.3 % 242.1
5.3 %

Income (loss) from discontinued operations —
— % —
— % (7.7 ) (0.1 %) —
— %

Net income $ 187.8
6.2 % $ 140.6
6.2 % $ 255.8
4.1 % $ 242.1
5.3 %

Net (income) loss attributable to non-controlling interests (2.2 ) (0.1 %) (2.0 ) (0.1 %) (4.2 ) (0.1 %) (5.1 ) (0.1 %)

Net income attributable to Amcor plc $ 185.6
6.1 % $ 138.6
6.1 % $ 251.6
4.1 % $ 237.0
5.2 %

Overview

Amcor is a global packaging company with total sales of approximately ~~$9.5~~$12.5 billion in fiscal year ~~2019.~~2020. We employ approximately ~~50,000~~47,000 people across approximately ~~250~~230 principal manufacturing sites in more than 40 countries, and are a leader in developing and producing a broad range of packaging products including flexible and rigid packaging, specialty cartons and closures. In fiscal year ~~2019,~~2020, the majority of sales were made to the defensive food, beverage, pharmaceutical, medical device, home and personal care, and other consumer goods end markets.

Significant Items Affecting the Periods Presented

Impact of COVID-19

The ~~Acquisition~~2019 Novel Coronavirus ("COVID-19") has resulted in a period of ~~Bemis Company, Inc.~~

~~On June 11, 2019,~~unprecedented uncertainty and challenge. Amcor’s business is almost entirely exposed to defensive end markets which have demonstrated the same resilience experienced through past economic cycles. Our scale and global footprint has enabled us to collaborate with customers and suppliers to meet volatile changes in demand and continue to service our customers. We believe we ~~completed~~are well-positioned to meet the ~~acquisition of 100%~~challenges of the ~~outstanding shares~~COVID-19 pandemic. However, we cannot reasonably estimate the duration and severity of ~~Bemis Company, Inc ("Bemis"), a~~this pandemic or its ultimate impact on the global ~~manufacturer~~economy and our operations and financial results. The ultimate near-term impact of ~~flexible packaging products based~~the pandemic on our business will depend on the extent and nature of any future disruptions across the supply chain, the duration of social distancing measures and other government imposed restrictions and the nature and pace of macroeconomic recovery in key global economies. Our priorities during the COVID-19 pandemic continue to be protecting the health and safety of our employees and effectively managing our operations and supply chains to meet the needs of our customers.

Health and Safety

Amcor’s commitment to the health and safety of its employees remains our first priority. Our rigorous precautionary measures include the formation of global and regional response teams that maintain contact with authorities and experts to actively manage the situation, restrictions on company travel, quarantine protocols for employees who may have had exposure or have symptoms, frequent disinfecting of Amcor locations and other measures designed to help protect employees, customers and suppliers. We expect to continue these measures until the COVID-19 pandemic is adequately contained for our business.

Operations and Supply Chain

We have experienced minimal disruptions to our operations to date as we have largely been deemed as providing essential services. However, we have experienced continued volatility in customer order patterns and could continue to experience significant volatility in the ~~United States,~~demand for our products in the ~~purchase price~~future. Our facilities have largely been exempt from government mandated closure orders. While governmental measures may be modified, we expect that our facilities will remain operational given the essential products we supply. However, despite our best efforts to contain the impact in our facilities, it remains possible that significant disruptions could occur as a result of ~~$5.2 billion~~the pandemic, including temporary closures of our facilities.

We have not experienced any significant disruptions in ~~an all-stock transaction. In connection with~~our supply chain to date and continue to monitor the ~~Bemis transaction, we assumed $1.4 billion~~risk of ~~debt.~~customer, raw material and other supply chain disruptions.

2019 Bemis Integration Plan

The Company's total 2019 Bemis Integration Plan pre-tax integration costs are expected to be approximately $200 million. The total 2019 Bemis Integration Plan costs include $165 million of restructuring and related expenses and $35 million of general integration expenses. The restructuring and related expenses are comprised of approximately ~~$100~~$90 million in employee related expenses, ~~$30~~$25 million in fixed asset related expenses, ~~$15~~$20 million in other restructuring and ~~$20~~$30 million in ~~restructuring-related~~restructuring related expenses. The Company estimates that approximately $150 million of the $200 million total integration costs will result in cash expenditures, of which $115 million relate to restructuring and related expenditures. Cash payments for the ~~six~~three months ended ~~December 31, 2019~~September 30, 2020 were ~~$44.7~~$18 million, of which ~~$23.6~~$14 million were payments related to restructuring and related expenditures. Cash payments of approximately $50 million to ~~$60~~$55 million are expected for the balance of the fiscal year with $40 million to ~~$50~~$45 million representing payments for restructuring and related expenses. The 2019 Bemis Integration Plan relates to the Flexibles segment and Corporate and is expected to be completed by the end of fiscal year 2022.

2018 Rigid Packaging Restructuring Plan

For more information about our restructuring plans, refer to Note 5,4, "Restructuring Plans" of "Item 1. Financial Statements - Notes to Condensed Consolidated Financial Statements".

High Inflation Accounting

We have subsidiaries in Argentina that historically had a functional currency of the Argentine Peso. As of June 30, 2018, the Argentine economy was designated as highly inflationary for accounting purposes. Accordingly, beginning July 1, 2018, we began reporting the financial results of our Argentinean subsidiaries with a functional currency of the Argentine Peso at the functional currency of the parent, which is the U.S. dollar. Highly inflationary accounting in the three months ended ~~December 31,~~September 30, 2020 and 2019 ~~and 2018~~ resulted in a negative impact of ~~$3.1~~$4 million and ~~$9.6~~$15 million, ~~respectively, and $18.5 million and $19.0 million in the six months ended December 31, 2019 and 2018,~~ respectively, in foreign currency transaction losses that was reflected on the unaudited condensed consolidated statement of income.

Results of Operations - Three Months Ended ~~December 31, 2019~~September 30, 2020

Consolidated Results of Operations

Three Months Ended December 31,
($ in millions) 2019 2018
Net sales $ 3,043.1
$ 2,285.4
Operating income 272.3
221.5
Operating profit as a percentage of net sales 8.9 % 9.7 %

Net income attributable to Amcor plc $ 185.6
$ 138.6
Diluted EPS $ 0.115
$ 0.120


	Three Months Ended September 30,
($ in millions, except per share data)	2020			2019
Net sales	$	3,097		$	3,141
Operating income	276			141
Operating profit as a percentage of net sales	8.9		%	4.5		%

Net income attributable to Amcor plc	$	198		$	66
Diluted Earnings Per Share	$	0.126		$	0.041

Net sales ~~increased $757.7~~decreased $44 million, or ~~33.2%~~approximately 1%, to ~~$3,043.1~~$3,097 million for the three months ended ~~December 31, 2019,~~September 30, 2020, from ~~$2,285.4~~$3,141 million for the three months ended December 31, 2018. On a comparative basis, including Bemis net sales and adjusting for both EC and U.S. Remedy impacts would add net sales of $920.1 million, leading to a combined sales for the three months ended December 31, 2018 of $3,205.4 million.September 30, 2019. Excluding negative currency impacts of ~~$38.2~~$23 million, or ~~(1.2%~~(0.7%), pass-through of lower raw material costs of $83 million, or (2.6%) and sales from divestitures of $12 million, or (0.4%), the ~~decrease~~increase in net sales for the three months ended ~~December 31, 2019~~September 30, 2020 was ~~$125.3~~$74 million or ~~(3.9%)~~2.3%, driven by ~~pass-through~~favorable volumes of ~~lower raw material costs of (1.8%), unfavorable~~2.0% and favorable price/mix of ~~(1.1%) and unfavorable volumes of (1.0%)~~0.3%.

Net income attributable to Amcor plc increased ~~$47.0~~$132 million, or ~~33.9%~~199%, to ~~$185.6~~$198 million for the three months ended ~~December 31, 2019,~~September 30, 2020, from ~~$138.6~~$66 million for the three months ended ~~December 31, 2018~~September 30, 2019 mainly as a result of ~~the~~gross profit increases driven by sales improvement, Bemis acquisition and related transaction and integration cost ~~impacts.~~impacts and associated synergy projects.

Diluted ~~EPS decreased~~earnings per share increased to ~~$0.115~~$0.126 for the three months ended ~~December 31, 2019,~~September 30, 2020, from ~~$0.120~~$0.041 for the three months ended ~~December 31, 2018,~~September 30, 2019, with the net income attributable to ordinary shareholders of Amcor plc increasing by ~~33.9%~~199% and the diluted weighted average number of shares outstanding ~~increasing 39.7%~~decreasing 4% for three months ended ~~December 31, 2019~~September 30, 2020 compared to the three months ended ~~December 31, 2018.~~September 30, 2019. The ~~increase~~decrease in the diluted weighted average number of shares outstanding was due to the ~~acquisition of Bemis.~~prior year $500 million share buyback.

Segment Results of Operations

During the first quarter of fiscal 2021, management has revised the presentation of adjusted earnings before interest and tax ("Adjusted EBIT") from continuing operations in the reportable segments to include an allocation of certain research and development and selling, general and administrative expenses that management previously reflected in Other. Prior periods have been recast to conform to the new cost allocation methodology. For further discussion, refer to Note 13, "Segments."

Flexibles Segment

Our Flexibles reporting segment develops and supplies flexible packaging globally.


	Three Months Ended September 30,
($ in millions)	2020			2019
Net sales including intersegment sales	$	2,400		$	2,431
Adjusted EBIT from continuing operations	312			283
Adjusted EBIT from continuing operations as a percentage of net sales	13.0		%	11.6		%

Three Months Ended December 31,
($ in millions) 2019 2018
Net sales including intersegment sales $ 2,414.7
$ 1,608.2
Adjusted EBIT from continuing operations 329.4
211.4
Adjusted EBIT from continuing operations as a percentage of net sales 13.6 % 13.1 %

Net sales including intersegment sales ~~increased $806.5~~decreased $31 million, or ~~50.1%~~1%, to ~~$2,414.7~~$2,400 million for the three months ended ~~December 31, 2019,~~September 30, 2020, from ~~$1,608.2~~$2,431 million for the three months ended December 31, 2018. On a comparative basis, including Bemis net sales and adjusting for both EC and U.S. Remedy impacts would add net sales of $920.1 million leading to a combined sales for the three months ended December 31, 2018 of $2,528.1 million.September 30, 2019. Excluding negative currency impacts of ~~$33.7~~$7 million, or ~~(1.3%~~(0.3%) ~~and~~, pass-through of lower raw material costs of ~~(1.2%~~$31 million, or (1.3%), and sales from divestitures of $12 million, or (0.5%) the ~~decrease~~increase in net sales including intersegment sales for the three months ended ~~December 31, 2019~~September 30, 2020 was ~~$49.2~~$19 million, or ~~(1.9%)~~0.8%, driven by ~~unfavorable~~favorable volumes of ~~(1.1%)~~1.5% and unfavorable price/mix of ~~(0.8%~~(0.7%).

Adjusted ~~earnings before interest and tax from continuing operations ("Adjusted EBIT")~~EBIT increased ~~$118.0~~$30 million, or ~~55.8%~~11%, to ~~$329.4~~$312 million for the three months ended ~~December 31, 2019,~~September 30, 2020, from ~~$211.4~~$283 million for the three months ended December 31, 2018. Including Bemis Adjusted EBIT for the same period and adjusting for both EC and U.S. Remedy impacts would add Adjusted EBIT of $98.5 million leading to a combined Adjusted EBIT for the three months ended December 31, 2018 of $309.9 million.September 30, 2019. Excluding negative currency impacts of ~~$4.1~~$2 million, or ~~(1.3%~~(0.8%), the increase in Adjusted EBIT for the three months ended ~~December 31, 2019~~September 30, 2020 was ~~$23.6~~$32 million, or ~~7.6%~~11.4%, driven by plant cost improvements of ~~8.0%~~9.6%, favorable volumes of 3.3%, and favorable selling, general and administrative ("SG&A&A") and other cost ~~improvements~~impacts of ~~5.8%~~2.0%, partially offset by unfavorable price/mix of (3.5%) ~~and unfavorable volumes of (2.7%)~~.

Rigid Packaging Segment

Our Rigid Packaging reporting segment manufactures rigid packaging containers and related products in the Americas.


	Three Months Ended September 30,
($ in millions)	2020			2019
Net sales including intersegment sales	$	698		$	711
Adjusted EBIT from continuing operations	72			69
Adjusted EBIT from continuing operations as a percentage of net sales	10.3		%	9.7		%

Three Months Ended December 31,
($ in millions) 2019 2018
Net sales including intersegment sales $ 629.2
$ 677.6
Adjusted EBIT from continuing operations 59.5
80.2
Adjusted EBIT from continuing operations as a percentage of net sales 9.5 % 11.8 %

Net sales including intersegment sales decreased ~~$48.4~~$13 million, or ~~7.1%~~2%, to ~~$629.2~~$698 million for the three months ended ~~December 31, 2019,~~September 30, 2020, from ~~677.6~~$711 million for the three months ended ~~December 31, 2018.~~September 30, 2019. Excluding negative currency impacts of ~~$4.5~~$16 million, or ~~(0.7%~~(2.3%) and pass-through of lower raw material costs of ~~(4.1%~~$51 million, or (7.2%), the ~~decrease~~increase in net sales including intersegment sales for the three months ended ~~December 31, 2019~~September 30, 2020 was ~~$15.8~~$55 million, or ~~(2.3%)~~7.7%, driven by ~~unfavorable~~favorable volumes of 3.8%, and favorable price/mix of ~~(1.6)% and unfavorable volumes of (0.7)%.~~3.9% including pricing to recover cost inflation in Latin America.

Adjusted EBIT ~~decreased $20.7~~increased $3 million, or ~~25.8%~~4%, to ~~$59.5~~$72 million for the three months ended ~~December 31, 2019,~~September 30, 2020, from ~~$80.2~~$69 million for the three months ended ~~December 31, 2018.~~September 30, 2019. Excluding negative currency impacts of ~~$0.7~~$2 million, or ~~(0.9%~~(2.9%), the ~~decrease~~increase in Adjusted EBIT for the three months ended ~~December 31, 2019~~September 30, 2020 was ~~$20.0~~$5 million, or ~~(24.9%)~~7.2%, driven by ~~unfavorable~~favorable volumes of 5.6%, favorable price/mix of ~~(18.0%)~~5.9%, ~~unfavorable~~favorable plant costs of ~~(4.0%)~~2.6% and ~~unfavorable volumes of (1.7%) with~~favorable SG&A and other costs ~~unfavorable at (1.2%~~of 0.9%, partially offset by inventory drawdown impacts of (7.8%).

Consolidated Gross Profit


	Three Months Ended September 30,
($ in millions)	2020			2019
Gross profit	$	654		$	547
Gross profit as a percentage of net sales	21		%	17		%

Three Months Ended December 31,
($ in millions) 2019 2018
Gross profit $ 617.3
$ 453.0
Gross profit as a percentage of net sales 20.3 % 19.8 %

Gross profit increased by ~~$164.3~~$107 million, or ~~36.3%~~20%, to ~~617.3~~$654 million for the three months ended ~~December 31, 2019,~~September 30, 2020, from ~~$453.0~~$547 million for the three months ended ~~December 31, 2018.~~September 30, 2019. The increase was primarily driven by growth in sales volume in the Flexibles and Rigid Packaging reporting ~~segment driven by~~segments and a non-recurrence of an inventory fair value adjustment of $58 million in the ~~Bemis acquisition.~~prior period.

Consolidated Selling, General and Administrative ~~("SG&A")~~ Expense


	Three Months Ended September 30,
($ in millions)	2020			2019
SG&A expenses	$	(329)		$	(371)
SG&A expenses as a percentage of net sales	(11		%)	(12		%)

Three Months Ended December 31,
($ in millions) 2019 2018
SG&A expenses $ (308.3 ) $ (205.3 )
SG&A expenses as a percentage of net sales (10.1 %) (9.0 %)

SG&A expenses ~~increased~~decreased by ~~$103.0~~$42 million, or ~~50.2%~~11%, to ~~$308.3~~$329 million for the three months ended ~~December 31, 2019,~~September 30, 2020, from ~~$205.3~~$371 million for the three months ended ~~December 31, 2018.~~September 30, 2019. The ~~increase~~decrease was primarily indue to the ~~Flexibles reporting segment driven by~~impact of synergy projects and reduced integration and related expenses compared with the ~~Bemis acquisition, including related transaction and integration cost impacts.~~prior period.

Consolidated Research and Development ("R&D") Expense


	Three Months Ended September 30,
($ in millions)	2020			2019
R&D expenses	$	(26)		$	(26)
R&D expenses as a percentage of net sales	(1		%)	(1		%)

Three Months Ended December 31,
($ in millions) 2019 2018
R&D expenses $ (23.5 ) $ (17.3 )
R&D expenses as a percentage of net sales (0.8 %) (0.8 %)

~~Research and development~~ R&D costs ~~increased $6.2 million, or 35.8%, for the three months ended December 31, 2019, from $17.3~~decreased $0 million for the three months ended ~~December 31, 2018.~~September 30, 2020, from $26 million for the three months ended September 30, 2019.

Consolidated Restructuring and Related Expense


	Three Months Ended September 30,
($ in millions)	2020			2019
Restructuring and related expenses	$	(23)		$	(18)
Restructuring and related expenses as a percentage of net sales	(1		%)	(1		%)

Restructuring and related expense increased by $5 million to $23 million for the three months ended September 30, 2020, from $18 million for the three months ended September 30, 2019. The increase was primarily driven by a restructuring initiative relating to a plant closure in the ~~addition of the Bemis cost base and timing of project costs.~~Flexibles reporting segment.

Consolidated ~~Restructuring and Related Expense~~Other Income, Net


	Three Months Ended September 30,
($ in millions)	2020			2019
Other income, net	$	—		$	9
Other income, net, as a percentage of net sales	—		%	0.3		%

Three Months Ended December 31,
($ in millions) 2019 2018
Restructuring and related expenses $ (24.1 ) $ (39.9 )
Restructuring and related expenses as a percentage of net sales (0.8 %) (1.7 %)

~~Restructuring and related expense~~ Other income, net decreased by ~~$15.8~~$9 million ~~or 39.6%,~~ to ~~$24.1~~$0 million for the three months ended ~~December 31, 2019, from $39.9~~September 30, 2020, mainly driven by the loss on disposal of two non-core businesses.

Consolidated Interest Income


	Three Months Ended September 30,
($ in millions)	2020			2019
Interest income	$	3		$	7
Interest income as a percentage of net sales	0.1		%	0.2		%

Interest income decreased by $4 million to $3 million for the three months ended December 31, 2018. The decrease was primarily driven by reduction in restructuring activities in connection with the Rigid Packaging Restructuring Program partially offset by integration activities in connection with the Bemis transaction.

~~Consolidated Other Income, Net~~

Three Months Ended December 31,
($ in millions) 2019 2018
Other income, net $ 10.9
$ 31.0
Other income, net, as a percentage of net sales 0.4 % 1.4 %

~~Other income, net decreased by $20.1 million, or 64.8%, to $10.9~~September 30, 2020, from $7 million for the three months ended ~~December 31,~~September 30, 2019 ~~from $31.0~~due to interest rate decreases across cash balances compared to prior period.

Consolidated Interest Expense


	Three Months Ended September 30,
($ in millions)	2020			2019
Interest expense	$	(40)		$	(60)
Interest expense as a percentage of net sales	(1		%)	(2		%)

Interest expense decreased by $20 million to $40 million for the three months ended ~~December 31, 2018 mainly driven by non repeating legal settlement gains in the three months ended December 31, 2018.~~

~~Consolidated Interest Income~~

Three Months Ended December 31,
($ in millions) 2019 2018
Interest income $ 6.3
$ 5.2
Interest income as a percentage of net sales 0.2 % 0.2 %

~~Interest income increased by $1.1 million, or 21.2%, to $6.3~~September 30, 2020, from $60 million for the three months ended ~~December 31,~~September 30, 2019, ~~from $5.2 million for the three months ended December 31, 2018~~ mainly driven by ~~negative interest rates on a portion~~repayment of ~~Euro denominated borrowings.~~longer maturity syndicated and term loans with replacement by commercial paper and lower rate debt, together with decreases in rates.

~~Consolidated Interest Expense~~

Three Months Ended December 31,
($ in millions) 2019 2018
Interest expense $ (52.3 ) $ (52.1 )
Interest expense as a percentage of net sales (1.7 %) (2.3 %)

~~Interest expense increased by $0.2 million, or 0.4%, to $52.3 million for the three months ended December 31, 2019, from $52.1 million for the three months ended December 31, 2018.~~

Consolidated Other Non-Operating Income (Loss), Net


	Three Months Ended September 30,
($ in millions)	2020			2019
Other non-operating income (loss), net	$	3		$	8
Other non-operating income (loss), net, as a percentage of net sales	0.1		%	0.3		%

Three Months Ended December 31,
($ in millions) 2019 2018
Other non-operating income (loss), net $ 4.4
$ 5.7
Other non-operating income (loss), net, as a percentage of net sales 0.1 % 0.2 %

Other non-operating income (loss), net decreased by ~~$1.3~~$5 million to a ~~$4.4~~$3 million gain for the three months ended ~~December 31, 2019,~~September 30, 2020, from a ~~$5.7~~$8 million gain for the three months ended ~~December 31, 2018.~~

~~Results of Operations - Six Months Ended December 31,~~September 30, 2019,

~~Consolidated Results of Operations~~

Six Months Ended December 31,
($ in millions) 2019 2018
Net sales $ 6,183.8
$ 4,545.6
Operating income 412.9
399.0
Operating profit as a percentage of net sales 6.7 % 8.8 %

Net income attributable to Amcor plc $ 251.6
$ 237.0
Diluted EPS $ 0.155
$ 0.204

~~Net sales increased $1,638.2 million, or 36.0%,~~ primarily due to $6,183.8 million for the six months ended December 31, 2019, from $4,545.6 million for the six months ended December 31, 2018. On a comparative basis, including Bemis net sales and adjusting for both EC and U.S. Remedy impacts would add net sales of $1,882.9 million, leading to a combined sales for the six months ended December 31, 2018 of $6,428.5 million. Excluding negative currency impacts of $89.0 million, or (1.4%), the decrease in net sales for the six months ended December 31, 2019 was $157.3 million, or (2.4%), driven by pass-through of lower raw material costs of (1.0%), unfavorable volumes of (0.7%) and unfavorable price/mix of (0.7%).

Net income attributable to Amcor plc increased $14.6 million, or 6.2%, to $251.6 million for the six months ended December 31, 2019, from $237.0 million for the six months ended December 31, 2018 mainly as a result of the Bemis related acquisition and related transaction and integration cost impacts.

Diluted EPS decreased to $0.155 for the six months ended December 31, 2019, from $0.204 for the six months ended December 31, 2018, with the net income attributable to ordinary shareholders of Amcor plc increasing by 6.2% and the diluted weighted average number of shares outstanding increasing 39.9% for six months ended December 31, 2019defined benefit pension expense changes compared to ~~six months ended December 31, 2018. The increase in the diluted weighted average number of shares outstanding was due to the acquisition of Bemis.~~

~~Segment Results of Operations~~

prior period, including lower return on asset assumptions.

~~Flexibles Segment~~

~~Our Flexibles reporting segment develops and supplies flexible packaging globally.~~

Six Months Ended December 31,
($ in millions) 2019 2018
Net sales including intersegment sales $ 4,845.5
$ 3,142.0
Adjusted EBIT from continuing operations 619.9
368.9
Adjusted EBIT from continuing operations as a percentage of net sales 12.8 % 11.6 %

Net sales including intersegment sales increased $1,703.5 million, or 54.2%, to $4,845.5 million for the six months ended December 31, 2019, from $3,142.0 million for the six months ended December 31, 2018. On a comparative basis, including Bemis net sales and adjusting for both EC and U.S. Remedy impacts would add net sales of $1,882.9 million leading to a combined sales for the six months ended December 31, 2018 of $5,024.9 million. Excluding negative currency impacts of $80.7 million, or (1.6%) and pass-through of lower raw material costs of (0.5%), the decrease in net sales for the six months ended December 31, 2019 was $71.3 million, or (1.4%), driven by unfavorable volumes of (0.8%) and unfavorable price/mix of (0.6%).

Adjusted earnings before interest and tax from continuing operations ("Adjusted EBIT") increased $251.0 million, or 68.0%, to $619.9 million for the six months ended December 31, 2019, from $368.9 million for the six months ended December 31, 2018. Including Bemis Adjusted EBIT for the same period and adjusting for both EC and U.S. Remedy impacts would add Adjusted EBIT of $212.6 million leading to a combined Adjusted EBIT for the six months ended December 31, 2018 of $581.5 million. Excluding negative currency impacts of $8.3 million, or (1.4%), the increase in Adjusted EBIT for the

six months ended December 31, 2019 was $46.7 million or 8.0%, driven by plant cost improvements of 8.6%, SG&A and other cost improvements of 3.9%, partially offset by unfavorable volumes of (2.5%) and unfavorable price/mix of (2.0%).

~~Rigid Packaging Segment~~

~~Our Rigid Packaging reporting segment manufactures rigid packaging containers and related products.~~

Six Months Ended December 31,
($ in millions) 2019 2018
Net sales including intersegment sales $ 1,339.8
$ 1,404.3
Adjusted EBIT from continuing operations 130.0
148.5
Adjusted EBIT from continuing operations as a percentage of net sales 9.7 % 10.6 %

Net sales including intersegment sales decreased 64.5 million, or 4.6%, to $1,339.8 million for the six months ended December 31, 2019, from $1,404.3 million for the six months ended December 31, 2018. Excluding negative currency impacts of $8.3 million, or (0.6%) and pass-through of lower raw material costs of (2.4%), the decrease in net sales including intersegment sales for the six months ended December 31, 2019 was $22.3 million, or (1.6%), driven by unfavorable price/mix of (1.4%) and unfavorable volumes of (0.2)%.

Adjusted EBIT decreased $18.5 million, or 12.5%, to $130.0 million for the six months ended December 31, 2019, from $148.5 million for the six months ended December 31, 2018. Excluding negative currency impacts of $0.8 million, or (0.5%), the decrease in Adjusted EBIT for the six months ended December 31, 2019 was $17.7 million, or (11.9%), driven primarily by unfavorable price/mix of (12.9%) and favorable plant, SG&A and other costs of 1.0%.

~~Consolidated Gross Profit~~

Six Months Ended December 31,
($ in millions) 2019 2018
Gross profit $ 1,164.0
$ 844.6
Gross profit as a percentage of net sales 18.8 % 18.6 %

Gross profit increased by 319.4 million, or 37.8%, to $1,164.0 million for the six months ended December 31, 2019, from $844.6 million for the six months ended December 31, 2018. The increase was primarily in the Flexibles reporting segment driven by the Bemis acquisition.

~~Consolidated Selling, General and Administrative ("SG&A") Expense~~

Six Months Ended December 31,
($ in millions) 2019 2018
SG&A expenses $ (680.2 ) $ (403.6 )
SG&A expenses as a percentage of net sales (11.0 %) (8.9 %)

SG&A expenses increased by $276.6 million, or 68.5%, to $680.2 million for the six months ended December 31, 2019, from $403.6 million for the six months ended December 31, 2018. The increase was primarily in the Flexibles reporting segment driven by the Bemis related acquisition, including related transaction and integration cost impacts.

~~Consolidated Research and Development ("R&D") Expense~~

Six Months Ended December 31,
($ in millions) 2019 2018
R&D expenses $ (49.4 ) $ (31.5 )
R&D expenses as a percentage of net sales (0.8 %) (0.7 %)

Research and development costs increased $17.9 million, or 56.8%, for the six months ended December 31, 2019, from $31.5 million for the six months ended December 31, 2018. The increase was primarily driven by the addition of the Bemis cost base and timing of project costs.

~~Consolidated Restructuring and Related Expense~~

Six Months Ended December 31,
($ in millions) 2019 2018
Restructuring and related expenses $ (41.7 ) $ (52.4 )
Restructuring and related expenses as a percentage of net sales (0.7 %) (1.2 %)

Restructuring and related expense decreased by $10.7 million, or 20.4%, to $41.7 million for the six months ended December 31, 2019, from $52.4 million for the six months ended December 31, 2018. The decrease was primarily driven by reduction in restructuring activities in connection with the Rigid Packaging Restructuring Program partially offset by integration activities in connection with the Bemis transaction.

~~Consolidated Other Income, Net~~

Six Months Ended December 31,
($ in millions) 2019 2018
Other income, net $ 20.2
$ 41.9
Other income, net, as a percentage of net sales 0.3 % 0.9 %

Other income, net decreased by $21.7 million, or 51.8%, to $20.2 million for the six months ended December 31, 2019, from $41.9 million for the six months ended December 31, 2018 mainly driven by non repeating legal settlement gains in the six months ended December 31, 2018.

~~Consolidated Interest Income~~

Six Months Ended December 31,
($ in millions) 2019 2018
Interest income $ 13.0
$ 8.1
Interest income as a percentage of net sales 0.2 % 0.2 %

Interest income increased by $4.9 million, or 60.5%, to $13.0 million for the six months ended December 31, 2019, from $8.1 million for the six months ended December 31, 2018 mainly driven by higher cash balances during the period and negative interest rates on a portion of Euro denominated borrowings.

~~Consolidated Interest Expense~~

Six Months Ended December 31,
($ in millions) 2019 2018
Interest expense $ (112.0 ) $ (108.4 )
Interest expense as a percentage of net sales (1.8 %) (2.4 %)

Interest expense increased by $3.6 million or 3.3%, to $112.0 million for the six months ended December 31, 2019, from $108.4 million for the six months ended December 31, 2018. The increase was primarily driven by acquired debt following the Bemis acquisition partially offset by the maturity of several higher cost U.S. Notes and Euro bonds.

~~Consolidated Other Non-Operating Income (Loss), Net~~

Six Months Ended December 31,
($ in millions) 2019 2018
Other non-operating income (loss), net $ 12.0
$ 3.1
Other non-operating income (loss), net, as a percentage of net sales 0.2 % 0.1 %

Other non-operating income (loss), net increased by $8.9 million to a $12.0 million gain for the six months ended December 31, 2019, from a $3.1 million gain for the six months ended December 31, 2018 mainly driven by impacts relating to the acquired Bemis pension plans.

Consolidated Income Tax Expense


	Three Months Ended September 30,
($ in millions)	2020		2019
Income tax expense	(61)		(22)
Effective income tax rate	25.2	%	22.9	%

Six Months Ended December 31,
($ in millions) 2019 2018
Income tax expense $ (66.9 ) $ (52.8 )
Effective income tax rate 20.5 % 17.5 %

The ~~Company computes its~~ provision for income taxes is computed by applying the estimated annual effective tax rate to year to date income before income taxes and equity in income of affiliated companies and ~~adjusts~~is adjusted for discrete tax items recorded in the period.

The provision for income taxes for the three ~~and six~~ months ended ~~December 31,~~September 30, 2020 and 2019 ~~and 2018~~ is based on our projected annual effective tax rate for the respective fiscal ~~year 2020,~~years, adjusted for ~~discrete~~specific items that are required to be recognized in the period in which they are incurred.

Income tax expense for the three ~~and six~~ months ended ~~December 31,~~September 30, 2020 and 2019 is ~~$45.1~~$61 million and ~~$66.9~~$22 million, ~~respectively, compared to $31.1 million and $52.8 million~~respectively.

The effective tax rate for the three ~~and six~~ months ended ~~December 31, 2018, respectively.~~

~~The effective tax for the six months ended~~ ~~December 31, 2019~~September 30, 2020 increased by 32.3 percentage points compared to the ~~six~~three months ended ~~December 31, 2018,~~September 30, 2019, from ~~17.5%~~22.9% to ~~20.5%~~25.2%. The increase in the income tax provision and ~~the increase in~~ the effective tax rate was primarily related to ~~non-deductible~~lower tax benefits on integration and restructuring ~~and transaction~~ costs and the increase of operating income earned in higher tax ~~jurisdictions as a result~~jurisdictions.

Equity in Income (Loss) of Affiliated Companies, Net of Tax


	Three Months Ended September 30,
($ in millions)	2020	2019
Equity in income (loss) of affiliated companies, net of tax	19	2

Equity in income (loss) of affiliated companies, net of tax increased by $17 million for the three months ended September 30, 2020 due to the sale of the ~~Bemis acquisition.~~

equity method investment in AMVIG on September 30, 2020. For further information, refer to Note 16, "Disposals."

Presentation of Non-GAAP Information

This Quarterly Report on Form 10-Q refers to non-GAAP financial measures: adjusted earnings before interest and taxes ("Adjusted EBIT") from continuing operations, adjusted net income from continuing operations, and net debt. These non-GAAP financial measures adjust for factors that are unusual or unpredictable. These measures exclude the impact of significant tax reform, certain amounts related to the effect of changes in currency exchange rates, acquisitions, and restructuring, including employee-related costs, equipment relocation costs, accelerated depreciation and the write-down of equipment. These measures also exclude gains or losses on sales of significant property and divestitures, certain litigation matters, and certain acquisition-related expenses, including transaction expenses, due diligence expenses, professional and legal fees, purchase accounting adjustments for inventory, ~~and~~ order backlog, intangible amortization, and changes in the fair value of deferred acquisition payments. This adjusted information should not be construed as an alternative to results determined in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Management of the Company uses the non-GAAP measures to evaluate operating performance and believes that these non-GAAP measures are useful to enable investors and other external parties to perform comparisons of current and historical performance of the Company.

A reconciliation of reported net income attributable to Amcor plc to adjusted EBIT from continuing operations and adjusted net income from continuing operations for the three ~~and six~~ months ended ~~December 31,~~September 30, 2020 and 2019 ~~and 2018~~ is as follows:


	Three Months Ended September 30,
($ in millions)	2020		2019
Net income attributable to Amcor plc, as reported	$	198	$	66
Add: Net income (loss) attributable to non-controlling interests	2		2
Less: (Income) loss from discontinued operations, net of tax	—		8
Income from continuing operations	200		76
Add: Income tax expense	61		22
Add: Interest expense	40		60
Less: Interest income	(3)		(7)
EBIT from continuing operations	298		151
Add: Material restructuring programs (1)	14		17
Add: Material acquisition costs and other (2)	9		84
Add: Amortization of acquired intangible assets from business combinations (3)	41		68
Add: Impact of hyperinflation (4)	4		15
Less: Net gain on disposals (5)	(9)		—
Adjusted EBIT from continuing operations	$	358	$	335
Less: Income tax expense	(61)		(22)
Add: Adjustments to income tax expense (6)	(10)		(40)
Less: Interest expense	(40)		(60)
Add: Interest income	3		7
Less: Net (income) loss attributable to non-controlling interests	(2)		(2)
Adjusted net income from continuing operations	$	247	$	218

Three Months Ended December 31, Six Months Ended December 31,
($ in millions) 2019 2018 2019 2018
Net income attributable to Amcor plc, as reported $ 185.6
$ 138.6
$ 251.6
$ 237.0
Add: Net income (loss) attributable to non-controlling interests 2.2
2.0
4.2
5.1
Less: (Income) loss from discontinued operations, net of tax —
—
7.7
—
Income from continuing operations 187.8

140.6
263.5
242.1
Add: Income tax expense 45.1
31.1
66.9
52.8
Add: Interest expense 52.3
52.1
112.0
108.4
Less: Interest income (6.3 ) (5.2 ) (13.0 ) (8.1 )
EBIT from continuing operations 278.9

218.6
429.4
395.2
Add: Material restructuring programs (1) 23.4
27.6
40.7
37.7
Add: Impairments in equity method investments (2) —
11.4
—
13.9
Add: Material acquisition costs and other (3) 17.7
29.8
101.2
35.1
Add: Amortization of acquired intangible assets from business combinations (4) 40.9
4.7
109.2
9.5
Add/(Less): Economic net investment hedging activities not qualifying for hedge accounting (5) —
(4.2 ) —
(1.5 )
Add: Impact of hyperinflation (6) 3.1
9.6
18.5
19.0
Less: Net legal settlements (7) —
(15.5 ) —
(15.5 )
Adjusted EBIT from continuing operations 364.0
282.0
699.0
493.4
Less: Income tax expense (45.1 ) (31.1 ) (66.9 ) (52.8 )
Add: Adjustments to income tax expense (8) (15.9 ) (9.2 ) (56.1 ) (14.4 )
Less: Interest expense (52.3 ) (52.1 ) (112.0 ) (108.4 )
Add: Interest income 6.3
5.2
13.0
8.1
Less: Net (income) loss attributable to non-controlling interests (2.2 ) (2.0 ) (4.2 ) (5.1 )
Adjusted net income from continuing operations $ 254.8
$ 192.8
$ 472.8
$ 320.8
(1)Material restructuring programs includes the 2018 Rigid Packaging Restructuring Plan and the 2019 Bemis Integration Plan for the three months ended September 30, 2020 and 2019. Refer to Note 4, "Restructuring Plans," for more information about the Company's restructuring plans.

~~(1)~~

Material restructuring programs includes the 2018 Rigid Packaging Restructuring Plan and the 2019 Bemis Integration Plan for the three and six months ended December 31, 2019. For the three and six months ended December 31, 2018, material restructuring plans include the 2018 Rigid Packaging Restructuring Plan. Refer to Note 5, "Restructuring Plans" of "Item 1. Financial Statements - Notes to Condensed Consolidated Financial Statements," for more information about our restructuring plans.


~~(2)~~	~~Impairments in equity method investments includes the impairment charges related to other-than-temporary impairments related to the investment in AMVIG.~~


~~(3)~~	Material acquisition costs and other includes $58.0 million amortization of Bemis acquisition related inventory fair value step-up and $43.2 million of Bemis transaction related costs and integration costs not qualifying as exit costs for the six months ended December 31, 2019.

(2)Material acquisition costs and other includes Bemis transaction related costs and integration costs not qualifying as exit costs for the three months ended September 30, 2020. Material acquisition costs and other includes $58 million amortization of Bemis acquisition related inventory fair value step-up and $26 million of Bemis transaction related costs and integration costs not qualifying as exit costs for the three months ended September 30, 2019.

(4)Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the functional currency was the Argentine Peso.

(5)Net gain on disposals includes the gain realized upon the disposal of AMVIG and other non-core businesses. Refer to Note 16, "Disposals" for more information about the Company's disposals.

(6)Net tax impact on items (1) through (5) above.


~~(4)~~	Amortization of acquired intangible assets from business combinations includes amortization expenses related to all acquired intangible assets from acquisitions impacting the periods presented, including $26.4 million of sales backlog amortization for the six months ended December 31, 2019 from the Bemis acquisition.


~~(5)~~	Economic net investment hedging activities not qualifying for hedge accounting includes the exchange rate movements on external loans not deemed to be effective net investment hedging instruments resulting from the our conversion to U.S. GAAP from Australian Accounting Standards ("AAS") recognized in other non-operating income (loss), net.


~~(6)~~	~~Impact of hyperinflation includes the adverse impact of highly inflationary accounting for subsidiaries in Argentina where the functional currency was the Argentine Peso.~~


~~(7)~~	~~Net legal settlements includes the impact of significant legal settlements after associated costs.~~


~~(8)~~	~~Net tax impact on items (1) through (7) above.~~

Reconciliation of Net Debt

A reconciliation of total debt to net debt at ~~December 31, 2019~~September 30, 2020 and June 30, ~~2019~~2020 is as follows:


($ in millions)	September 30, 2020		June 30, 2020
Current portion of long-term debt	$	13	$	11
Short-term debt	225		195
Long-term debt, less current portion	6,361		6,028
Total debt	6,599		6,235
Less cash and cash equivalents	757		743
Net debt	$	5,842	$	5,492

Supplemental Guarantor Information

($ in millions) December 31, 2019 June 30, 2019
Current portion of long-term debt $ 4.2
$ 5.4
Short-term debt 353.0
788.8
Long-term debt, less current portion 5,853.5
5,309.0
Total debt 6,210.7
6,103.2
Less cash and cash equivalents 673.8
601.6
Net debt $ 5,536.9
$ 5,501.6

Amcor plc, along with certain wholly owned subsidiary guarantors, guarantee the following senior notes issued by the wholly owned subsidiaries, Amcor Finance (USA), Inc., Bemis Company, Inc. and Amcor UK Finance plc.

•4.500% Guaranteed Senior Notes due 2021 of Bemis Company, Inc.

•3.100% Guaranteed Senior Notes due 2026 of Bemis Company, Inc.

•2.630% Guaranteed Senior Notes due 2030 of Bemis Company, Inc.

•3.625% Guaranteed Senior Notes due 2026 of Amcor Finance (USA), Inc.

•4.500% Guaranteed Senior Notes due 2028 of Amcor Finance (USA), Inc.

•1.125% Guaranteed Senior Notes due 2027 of Amcor UK Finance plc

The three notes issued by Bemis Company, Inc. are guaranteed by its parent entity Amcor plc and the subsidiary guarantors Amcor Pty Ltd (formerly known as Amcor Limited), Amcor Finance (USA), Inc. and Amcor UK Finance plc. The two notes issued by Amcor Finance (USA), Inc. are guaranteed by its parent entity Amcor plc and the subsidiary guarantors Amcor Pty Ltd, Bemis Company, Inc. and Amcor UK Finance plc. The note issued by Amcor UK Finance plc is guaranteed by its parent entity, Amcor plc, and the subsidiary guarantors Amcor Pty Ltd, Bemis Company, Inc. and Amcor Finance (USA), Inc.

All guarantors fully, unconditionally and irrevocably guarantee, on a joint and several basis, to each holder of the notes the due and punctual payment of the principal of, and any premium and interest on, such note and all other amounts payable, when and as the same shall become due and payable, whether at stated maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of the notes and related indenture. The obligations of the applicable guarantors under their guarantees will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose or similar laws) under applicable law. The guarantees will be unsecured and unsubordinated obligations of the guarantors and will rank equally with all existing and future unsecured and unsubordinated debt of each guarantor. None of our other subsidiaries guarantee such notes. The issuers and guarantors conduct large parts of their operations through other subsidiaries of Amcor plc.

Bemis is incorporated in Missouri in the United States, Amcor Finance (USA) Inc. is incorporated in Delaware in the United States, Amcor UK Finance plc is incorporated in England and Wales, United Kingdom and the guarantors are incorporated under the laws of Jersey, Australia, the United States, and England and Wales and, therefore, insolvency proceedings with respect to the issuers and guarantors could proceed under, and be governed by, among others, Jersey, Australian, United States or English insolvency law, as the case may be, if either issuer or any guarantor defaults on its obligations under the applicable Notes or Guarantees, respectively.

Set forth below is the summarized financial information of the combined obligor group made up of Amcor plc (as parent guarantor), Bemis Company, Inc., Amcor Finance (USA), Inc. and Amcor UK Finance plc (as subsidiary issuers of the notes and guarantors of each other’s notes) and Amcor Pty Ltd (as the remaining subsidiary guarantor).

Basis of Preparation

Amcor has voluntarily adopted amendments to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered as issued by the SEC [Release No. 33-10762; 34-88307; File No. S7-19-18] in March 2020. The following summarized financial information is presented for the parent, issuer, and guarantor subsidiaries ("Obligor Group") on a combined basis after elimination of intercompany transactions between entities in the combined group and amounts related to investments in any subsidiary that is a non-guarantor.

This information is not intended to present the financial position or results of operations of the combined group of companies in accordance with U.S. GAAP.

Statement of Income for Obligor Group


($ in millions)	Three Months Ended September 30, 2020
Net sales - external	$	234
Net sales - to subsidiaries outside the Obligor Group	2
Total net sales	236

Gross profit	45

Income from continuing operations (1)	(26)

Income (loss) from discontinued operations, net of tax	—

Net income	$	(26)

Net (income) loss attributable to non-controlling interests	—

Net income attributable to Obligor Group	$	(26)

(1)Includes $110 million net income from subsidiaries outside the Obligor Group mainly made up of intercompany dividend and interest income.

Balance Sheet for Obligor Group


(in millions)	September 30, 2020		June 30, 2020
Assets
Current assets - external	$	667	$	899
Current assets - due from subsidiaries outside the Obligor Group	70		136
Total current assets	737		1,035
Non-current assets - external	993		1,002
Non-current assets - due from subsidiaries outside the Obligor Group	12,740		12,405
Total non-current assets	13,733		13,407
Total assets	$	14,470	$	14,443
Liabilities
Current liabilities - external	$	1,433	$	1,647
Current liabilities - due from subsidiaries outside the Obligor Group	16		36
Total current liabilities	1,449		1,683
Non-current liabilities - external	6,408		6,074
Non-current liabilities - due from subsidiaries outside the Obligor Group	11,331		11,201
Total non-current liabilities	17,739		17,274
Total liabilities	$	19,188	$	18,957

New Accounting Pronouncements

Refer to Note 2, "New Accounting Guidance," in "Item 1. Financial Statements - Notes to Condensed Consolidated Financial Statements."

Critical Accounting Estimates and Judgments

Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Our estimates and judgments are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. These critical accounting estimates are discussed in detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates and Judgments” in our Annual Report on Form 10-K for the year ended June 30, 2020.

Liquidity and Capital Resources

We finance our business primarily through cash flows provided by operating activities, borrowings from banks and proceeds from issuances of debt and equity. We periodically review our capital structure and liquidity position in light of market conditions, expected future cash flows, potential funding requirements for debt refinancing, capital expenditures and acquisitions, the cost of capital, sensitivity analyses reflecting downside scenarios, the impact on our financial metrics and credit ratings, and our ease of access to funding sources.

Based on our current and expected cash flow from operating activities and available cash, we believe our cash flows provided by operating activities, together with borrowings available under our credit facilities, will continue to provide sufficient liquidity to fund our operations, capital expenditures and other ~~commitments.~~commitments, including dividends, into the foreseeable future.

During the first quarter of fiscal 2021, the company repaid €100 million Euro Private Placement Notes on September 1, 2020.

Despite the existing market uncertainties and volatilities stemming from the COVID-19 pandemic, based on our current and expected cash flow from operating activities and available cash, we believe our cash flows provided by operating activities, together with borrowings available under our credit facilities and access to the commercial paper market back stopped by our bank facilities, will continue to provide sufficient liquidity to fund our operations, capital expenditures and other commitments, including dividends and purchases of our ordinary shares and CHESS Depositary Instruments under authorized share repurchase programs, into the foreseeable future.

Overview


	Three Months Ended September 30,
($ in millions)	2020		2019		Change 1Q 2021 vs. 1Q 2020
Cash flow from operating activities	$	(110)	$	(89)	$	(21)
Cash flow from investing activities	27		284		(257)
Cash flow from financing activities	76		(306)		382

Six Months Ended December 31,
($ in millions) 2019 2018
Change
YTD 2Q 2020 vs. YTD 2Q 2019
Cash flow from operating activities $ 342.0
$ 234.7
$ 107.3
Cash flow from investing activities 194.0
(112.9 ) 306.9
Cash flow from financing activities (442.1 ) (229.9 ) (212.2 )

Cash Flow Overview

Cash Flow from Operating Activities

Net cash ~~inflows provided by~~outflows used in operating activities increased by ~~$107.3~~$21 million, or ~~45.7%~~23%, to ~~$342.0~~$110 million for the ~~six~~three months ended ~~December 31, 2019,~~September 30, 2020, from ~~$234.7~~$89 million for the ~~six~~three months ended ~~December 31, 2018. This~~September 30, 2019. The increase was ~~primarily due to impacts~~mainly driven by inflows from ~~the Bemis acquisition.~~increased net income offset by working capital outflows.

Cash Flow from Investing Activities

Net cash inflows provided by investing activities ~~increased~~decreased by ~~$306.9~~$257 million, or ~~271.8%~~91%, to ~~$194.0~~$27 million for the ~~six~~three months ended ~~December 31, 2019,~~September 30, 2020, from a ~~$112.9~~$284 million inflow for the three months ended September 30, 2019. This decrease was primarily due to higher disposal proceeds in the prior period mainly from the EC Remedy related to the Bemis acquisition.

Cash Flow from Financing Activities

Net cash flows from financing activities increased by $382 million to $76 million for the three months ended September 30, 2020, from a $306 million outflow for the ~~six~~three months ended ~~December 31, 2018.~~September 30, 2019. This increase was primarily due to ~~disposal proceeds from~~higher net debt repayments in the ~~EC and U.S. Remedies related to the Bemis acquisition.~~

~~Cash Flow from Financing Activities~~

Net cash flows used in financing activities decreased by $212.2 million, or 92.3%, to $442.1 million for the six months ended December 31, 2019, from a $229.9 million outflow for the six months ended December 31, 2018. This decrease was primarily due to the share buy-back program and the increase in dividends paid,prior period, partially offset by ~~an increase~~dividend payments in ~~commercial paper borrowings.~~the current period.

Net Debt

We borrow money from financial institutions and debt investors in the form of bank overdrafts, bank loans, corporate bonds, unsecured notes and commercial paper. We have a mixture of fixed and floating interest rates and use interest rate swaps to provide further flexibility in managing the interest cost of borrowings.

Short-term debt consists of bank debt with a duration of less than 12 months and bank overdrafts which are classified as current due to the short-term nature of the borrowings, except where we have the ability and intent to refinance and as such extend the debt beyond 12 months. The current portion of the long-term debt, except where we have the ability and intent to refinance, consists of debt amounts repayable within a year after the balance sheet date.

Our primary bank debt facilities and notes are unsecured and subject to negative pledge arrangements limiting the amount of secured indebtedness we can incur to a range between 7.5% to 15.0% of our total tangible assets, subject to some exceptions and variations by facility. In addition, the bank debt facilities and U.S. private placement debt require us to comply with certain financial covenants, including leverage and interest coverage ratios. The negative pledge arrangements and the financial covenants are defined in the related debt agreements. As of ~~December 31, 2019,~~September 30, 2020, we ~~are~~were in compliance with all applicable covenants under our bank debt facilities and U.S. private placement debt.

Our net debt as of ~~December 31, 2019~~September 30, 2020 and June 30, ~~2019~~2020 was $5.8 billion and $5.5 ~~billion.~~billion, respectively.

Available Financing

As of ~~December 31, 2019,~~September 30, 2020, we had undrawn credit facilities available in the amount of ~~$1.9~~$1.4 billion. Our senior facilities are available to fund working capital, growth capital expenditures and refinancing obligations and are provided to us by ~~five~~four separate bank syndicates. ~~On September 25, 2019 and December 15, 2019, we canceled $250.0 million and $100.0 million, respectively, of the $750.0 million term loan facility.~~

As of ~~December 31, 2019,~~September 30, 2020, the revolving senior bank debt facilities had an aggregate limit of ~~$5.2~~$4.2 billion, of which ~~$3.3~~$2.8 billion had been drawn (inclusive of amounts drawn under commercial paper programs reducing the overall balance of available senior facilities). Our senior facilities mature between fiscal years ~~2020~~2022 and 2024.

Dividend Payments

During the three months ended ~~December 31, 2019,~~September 30, 2020, we declared and paid a $0.115 cash dividend per ordinary share. ~~We also paid a $0.120 cash dividend per ordinary share for a dividend declared in the first quarter of fiscal year 2020.~~

Credit Rating

Our capital structure and financial practices have earned us investment grade credit ratings from two internationally recognized credit rating agencies. These credit ratings are important to our ability to issue debt at favorable rates of interest, for various tenors and from a diverse range of markets that are highly liquid, including European and U.S. debt capital markets and from global financial institutions.

Share Repurchases

On August 21, 2019, our Board of Directors approved an on-market buy-back of $500 million of ordinary shares and Chess Depositary Instruments ("CDIs"). During the six months ended December 31, 2019, the Company repurchased approximately $222.6 million, including transaction costs, or 21.9 million shares. The shares repurchased as part of the program were canceled upon repurchase.

We had cash outflows of ~~$11.3 million~~zero and ~~$21.2~~$10 million for the purchase of our shares in the open market during the ~~six~~three months ended ~~December 31,~~September 30, 2020 and 2019, ~~and 2018,~~ respectively, as treasury shares to satisfy the vesting and exercises of share-based compensation awards. As of ~~December 31, 2019~~September 30, 2020, and June 30, ~~2019,~~2020, we held treasury shares at cost of ~~$11.4~~$49 million and ~~$16.1~~$67 million, representing ~~1.1~~4.9 million and ~~1.4~~6.7 million shares, respectively.

~~New Accounting Pronouncements~~

~~Refer to Note 2, "New Accounting Guidance," in Item "1. Financial Statements - Notes to Condensed Consolidated Financial Statements."~~

~~Critical Accounting Estimates and Judgments~~

Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to pension costs, intangible assets and goodwill, deferred taxes, and equity accounted investments. Our estimates and judgments are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. These critical accounting estimates are discussed in detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates and Judgments” in the our Annual Report on Form 10-K for the year ended June 30, 2019.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in ~~the Company’s~~our market risk during the ~~three-month period~~three months ended ~~December 31, 2019.~~September 30, 2020. For additional information, refer to Note 8,7, "Fair Value Measurements," and Note 9,8, "Derivative Instruments," to the notes to ~~the Company's~~our unaudited condensed consolidated financial statements and to "Item 7A. - Quantitative and Qualitative Disclosures About Market Risk" of ~~the Company’s~~our Annual Report on Form 10-K for the year ended June 30, ~~2019.~~2020.

Item 4. Controls and Procedures

a)Evaluation of Disclosure Controls and Procedures

As previously disclosed under “Item 9A. - Controls and Procedures” in our Annual Report on Form 10-K for our fiscal year ended June 30, 2019 filed with the SEC on September 3, 2019, we identified two material weaknesses in our internal control over financial reporting during the conversion of our historical AAS financial statements to U.S. GAAP. The first material weakness was related to our lack of accounting staff and supervisory personnel with the appropriate level of experience in technical accounting in U.S. GAAP and disclosure and filing requirements of a U.S. domestic registrant. We also identified a second material weakness arising from deficiencies in the design and operating effectiveness of internal controls over the period end reporting process. Specifically, we did not design and maintain effective controls to verify that conflicting duties were appropriately segregated within key IT systems used in the preparation and reporting of financial information.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~December 31, 2019.~~September 30, 2020. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. ~~There are inherent limitations to the effectiveness of~~Management recognizes that any ~~system of disclosure~~ controls and procedures, ~~including the possibility of human error~~no matter how well designed and ~~the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures~~operated, can provide only ~~provide~~ reasonable assurance of achieving their ~~control objectives. Our disclosure~~objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and ~~procedures are designed to provide reasonable assurance of achieving their control objectives.~~

~~As a result of~~procedures. Based on the ~~existing material weaknesses noted above,~~evaluation conducted, our Chief Executive Officer and Chief Financial Officer have concluded that ~~our~~the Company's disclosure controls and procedures were not effective as of ~~December 31, 2019.~~

~~Management’s Remediation Initiatives~~

~~With respect~~September 30, 2020, due to the ~~first~~existence of a material weakness ~~related to a lack of experience~~ in ~~technical accounting~~our internal control over financial reporting that was identified in ~~U.S. GAAP~~our prospectus filed with the SEC on March 25, 2019 and ~~the filing requirements of a U.S. domestic registrant, we are currently~~is still being remediated, as described below.

Material Weakness in ~~the process of remediating this~~Internal Control Over Financial Reporting

A material weakness ~~and have taken numerous steps to address the underlying causes~~is a deficiency, or combination of ~~the material weakness. We have hired additional~~deficiencies, in internal control over financial reporting, ~~personnel with U.S. GAAP technical accounting and~~such that there is a reasonable possibility that a material misstatement in our annual or interim financial reporting experience, as well as U.S. domestic registrant filing experience, aligned our accounting policies and procedures with U.S. GAAP, enhanced our internal review procedures during the financial close process with U.S. GAAP experienced staff, and have conducted technical training for accounting and finance personnel. We believe that these enhanced resources and processes will effectively remediate the material weakness, but the material weaknessstatements will not be ~~considered remediated until sufficient time has passed to enable us to conclude the remediation efforts are effective.~~prevented or detected on a timely basis.

~~With respect to the second~~ As previously disclosed, we identified a material weakness ~~related to~~arising from deficiencies in the design and operating effectiveness of internal controls over the period end reporting ~~process,~~process. Specifically, we did not design and maintain effective controls to verify that conflicting duties were appropriately segregated within key IT systems used in the preparation and reporting of financial information. This control deficiency did not result in a misstatement of our consolidated financial statements. However, the control deficiency could have resulted in misstatements of our interim or annual consolidated financial statements and disclosures that may have not been prevented or detected on a timely basis.

Remediation Efforts to Address Material Weakness

We are currently in the process of remediating ~~this~~the material weakness ~~by commencing~~described above through a process to (i) develop and implement additional controls and procedures to reduce the number of segregation of duties conflicts within key IT systems, which includes the implementation of new security roles and the automation of segregation of duties monitoring where practical, (ii) ~~designing~~design and ~~implementing~~implement additional compensating controls where ~~necessary.~~necessary and (iii) develop training on segregation of duties. Given we operate many ERP systems globally, this effort ~~is currently targeting~~targeted the largest locations with standardized ~~systems. We believe that these~~systems in fiscal 2020 and is being expanded to additional locations in fiscal 2021. These enhanced processes, including the implementation of new mitigating controls, will effectively remediate the material weakness, but the material weakness will not be considered remediated until the revised controls operate for a sufficient period of time and we have concluded, through testing in the second half of fiscal year 2021, that ~~these controls~~they are designed and operating effectively.

We currently expect that the remediation of this material weakness will be fully remediated by the end of fiscal 2021. However, there is no assurance that this material weakness will be fully remediated by the end of fiscal 2021 given the severity and length of the 2019 Novel Coronavirus ("COVID-19") pandemic is unknown and the remediation timeline, while not significantly impacted to date, could be negatively impacted because of inefficiencies caused by COVID-19 limitations on travel, meetings and on-site work.

a)Changes in Internal Control Over Financial Reporting

Except as described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the ~~second~~first fiscal quarter of ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings

The material set forth in Note ~~16,~~15, "Contingencies and Legal Proceedings," in ~~Item "1.~~"Item 1. Financial Statements - Notes to Condensed Consolidated Financial ~~Statements."~~Statements" is incorporated herein by reference.

Item 1A. Risk Factors

~~Information about our~~ There have been no material changes from the risk factors is contained in "Item 1A1A. - Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2019. We believe that at December 31, 2019, there has been no material change to this information.~~2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Share ~~repurchase activity during~~Repurchases

During the three months ended ~~December 31, 2019 were as follows (in millions, except number of shares, which are reflected in thousands, and per share amounts):~~September 30, 2020, the Company did not repurchase any shares.

Period Total Number of Shares Purchased (2) Average Price Paid Per Share (2)(3) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (1)
October 1 - 31, 2019 —
$ —
—
$ 441.8
November 1 - 30, 2019 7,556
10.03
7,547
366.1
December 1 - 31, 2019 8,637
10.33
8,547
277.8
Total 16,193
$ 10.19
16,094


~~(1)~~	On August 20, 2019, our Board of Directors approved an on-market buy-back program of $500 million of ordinary shares and CHESS Depositary Instruments ("CDIs"). Board authorizations remain in effect until shares in the amount authorized thereunder have been repurchased.


~~(2)~~	~~Includes shares purchased on the open market to satisfy the vesting and exercises of share-based compensation awards.~~


~~(3)~~	~~Includes shares purchased on the open market to satisfy the vesting and exercises of share-based compensation awards. Average price paid per share excludes costs associated with the repurchase.~~

Item 3. Defaults Upon Senior Securities

~~Note~~ Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

~~Pursuant to~~ The documents in the ~~rules and regulations of the U.S. Securities and Exchange Commission ("SEC"), we have~~accompanying Exhibits Index are filed, furnished or incorporated by reference ~~certain agreements~~ as ~~exhibits to~~part of this Quarterly Report on Form ~~10-Q. These agreements may contain representations~~10-Q, and ~~warranties~~such Exhibits Index is incorporated herein by the parties thereto. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon.reference.

Exhibit

Description

Form of Filing

Subsidiary Guarantors and Issuers of Guaranteed Securities

Filed Herewith

Chief Executive Officer Certification required by Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.

Filed Herewith

Chief Financial Officer Certification required by Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.

Filed Herewith

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002.

Furnished Herewith

101

.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.

Filed Electronically

101

.SCH

Inline XBRL Taxonomy Extension Schema Document.

Filed Electronically

101

.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Filed Electronically

101

.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Filed Electronically

101

.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

Filed Electronically

101

.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Filed Electronically

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed Electronically



~~Exhibit~~	~~Description~~	~~Form of Filing~~
~~3.1~~	~~Articles of Association of Amcor plc (incorporated by reference to Exhibit 3.1 to Amcor plc’s Current Report on Form 8-K filed with the SEC on June 13, 2019).~~	~~Incorporation by Reference~~
~~3.2~~	~~Memorandum of Association of Amcor plc (incorporated by reference to Exhibit 3.2 to Amcor plc’s Registration Statement on Form S-4 filed with the SEC on March 12, 2019).~~	~~Incorporation by Reference~~
~~31.1~~	~~Chief Executive Officer Certification required by Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.~~	~~Filed Herewith~~
~~31.2~~	~~Chief Financial Officer Certification required by Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.~~	~~Filed Herewith~~
32	~~Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002.~~	~~Furnished Herewith~~
~~101.INS~~	~~XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBLR tags are embedded within the Inline XBRL document.~~	~~Filed Electronically~~
~~101.SCH~~	~~XBRL Taxonomy Extension Schema Document.~~	~~Filed Electronically~~
~~101.CAL~~	~~XBRL Taxonomy Extension Calculation Linkbase Document.~~	~~Filed Electronically~~
~~101.DEF~~	~~XBRL Taxonomy Extension Definition Linkbase Document.~~	~~Filed Electronically~~
~~101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document.~~	~~Filed Electronically~~
~~101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document.~~	~~Filed Electronically~~
~~104~~	~~Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101).~~	~~Filed Electronically~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


					AMCOR PLC


Date			November 6, 2020	By	~~AMCOR PLC~~


~~Date~~	~~February 11, 2020~~	By	/s/ Michael Casamento
					Michael Casamento, Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date			November 6, 2020	By	/s/ Julie Sorrells
					Julie Sorrells, Vice President and Corporate Controller (Principal Accounting Officer)



Jersey						98-1455367
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)



Large Accelerated Filer	☐☒	Emerging ~~growth company~~Growth Company	☐
Non-Accelerated Filer	☒☐	Smaller Reporting Company	☐
Accelerated Filer	☐


	December 31, 2019								September 30, 2020
($ in millions)	Gross Carrying Amount		Accumulated Amortization and Impairment			Net Carrying Amount		($ in millions)	Gross Carrying Amount		Accumulated Amortization and Impairment		Net Carrying Amount
Customer relationships	$	1,970.0	$	(207.6	)	$	1,762.4	Customer relationships	$	1,963	$	(305)	$	1,658
Computer software	220.0		(129.1		)	90.9		Computer software	223		(141)		82
Other (1)	332.2		(91.4		)	240.8		Other (1)	324		(113)		211
Reported balance	$	2,522.2	$	(428.1	)	$	2,094.1
Balance as of								Balance as of	$	2,509	$	(558)	$	1,951



	June 30, 2019
($ in millions)	Gross Carrying Amount		Accumulated Amortization and Impairment			Net Carrying Amount
Customer relationships	$	2,053.7	$	(144.0	)	$	1,909.7
Computer software	221.3		(127.0		)	94.3
Other (1)	350.6		(47.8		)	302.8
Reported balance	$	2,625.6	$	(318.8	)	$	2,306.8


	June 30, 2020
($ in millions)	Gross Carrying Amount		Accumulated Amortization and Impairment		Net Carrying Amount
Customer relationships	$	1,957	$	(264)	$	1,693
Computer software	218		(131)		87
Other (1)	321		(107)		214
Balance as of	$	2,496	$	(502)	$	1,994



Part I
Item 1.	Financial Statements	65
	Condensed Consolidated Statement of Income	65
	Condensed Consolidated Statement of Comprehensive Income	76
	Condensed Consolidated Balance Sheet	87
	Condensed Consolidated Statement of Cash Flows	98
	Condensed Consolidated Statement of Equity	109
	Notes to Consolidated Financial Statements	1110
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3429
	Summary of Financial Results	3429
	Overview	3530
	Significant Items Affecting the Periods Presented	3530
	Results of Operations	3732
	Presentation of Non-GAAP Information	4436
	~~Liquidity and Capital Resources~~Supplemental Guarantor Information	4637
	New Accounting Pronouncements	4738
	Critical Accounting Estimates and Judgments	4739
	Liquidity and Capital Resources	40
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4841
Item 4.	Controls and Procedures	4842

Part II
Item 1.	Legal Proceedings	5043
Item 1A.	Risk Factors	5043
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5043
Item 3.	Defaults Upon Senior Securities	5043
Item 4.	Mine Safety Disclosures	5043
Item 5.	Other Information	5043
Item 6.	Exhibits	5144
	Signatures	5245



Bemis shares outstanding at June 11, 2019 (in millions)	91.7
Share exchange ratio	5.1
Price per share (based on Amcor’s closing share price on June 11, 2019)	$	11.18
Total equity consideration ($ in millions)	$	5,229.6



($ in millions)
Cash and cash equivalents	$	3.3
Trade receivables	436.0
Inventories	679.6
Prepaid expenses and other current assets	83.3
Assets held for sale	464.2
Property, plant and equipment	1,227.8
Deferred tax assets	35.5
Other intangible assets	1,931.4
Other non-current assets	34.5
Total identifiable assets acquired	4,895.6

Current portion of long-term debt	1.7
Short-term debt	8.6
Trade payables	287.7
Accrued employee costs	161.1
Other current liabilities	283.0
Liabilities held for sale	21.9
Long-term debt, less current portion	1,365.3
Deferred tax liabilities	628.3
Employee benefit obligation	62.6
Other non-current liabilities	83.3
Total liabilities assumed	2,903.5
Net identifiable assets acquired	1,992.1
Goodwill	3,237.5
Net assets acquired	$	5,229.6



	Fair Value		Weighted-average Estimated Useful Life
	($ in millions)		(Years)
Customer relationships	$	1,650.0	15
Technology	110.0		7
Other	171.4		7
Total other intangible assets	$	1,931.4


~~(1)~~	Other includes $14.8 million and $14.2 million for December 31, 2019 and June 30, 2019, respectively, of acquired intellectual property assets not yet being amortized as the related R&D projects have not yet been completed.


	September 30, 2020				June 30, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value
($ in millions)			(Level 2)				(Level 2)
Total long-term debt with fixed interest rates (excluding commercial paper and finance leases)	$	3,527	$	3,779	$	3,599	$	3,793


	September 30, 2020
($ in millions)	Level 1		Level 2		Level 3		Total
Assets
Commodity contracts	$	0	$	2	$	0	$	2
Forward exchange contracts	0		6		0		6
Interest rate swaps	0		31		0		31

Total assets measured at fair value	$	0	$	39	$	0	$	39

Liabilities
Contingent purchase consideration liabilities	$	0	$	0	$	15	$	15
Commodity contracts	0		3		0		3
Forward exchange contracts	0		13		0		13
Cross currency interest rate swaps	0		5		0		5

Total liabilities measured at fair value	$	0	$	20	$	15	$	35


($ in millions)	Balance Sheet Location	September 30, 2020		June 30, 2020
Assets
Derivatives in cash flow hedging relationships:
Commodity contracts	Other current assets	$	2	$	0
Forward exchange contracts	Other current assets	2		2
Derivatives not designated as hedging instruments:
Forward exchange contracts	Other current assets	4		6

Total current derivative contracts		8		8
Derivatives in fair value hedging relationships:
Interest rate swaps	Other non-current assets	31		32


Total non-current derivative contracts		31		32
Total derivative asset contracts		$	39	$	40

Liabilities
Derivatives in cash flow hedging relationships:
Commodity contracts	Other current liabilities	$	3	$	7
Forward exchange contracts	Other current liabilities	5		3

Derivatives not designated as hedging instruments:
Forward exchange contracts	Other current liabilities	8		14
Cross currency interest rate swaps	Other current liabilities	5		0
Total current derivative contracts		20		24






Total non-current derivative contracts		0		0
Total derivative liability contracts		$	20	$	24


	Location of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)	Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
		Three Months Ended September 30,
($ in millions)		2020		2019
Derivatives in cash flow hedging relationships
Commodity contracts	Cost of sales	$	(3)	$	(2)


Treasury locks	Interest expense	(1)		0
Total		$	(4)	$	(2)


	Location of Gain (Loss) Recognized in the Unaudited Condensed Consolidated Statement of Income	Gain (Loss) Recognized in Income for Derivatives Not Designated as Hedging Instruments
		Three Months Ended September 30,
($ in millions)		2020		2019
Derivatives not designated as hedging instruments
Forward exchange contracts	Other income, net	$	7	$	0
Cross currency interest rate swaps	Other income, net	(4)		(3)
Total		$	3	$	(3)


~~(1)~~	~~Includes short-term leases and variable lease costs, which are immaterial.~~


~~(1)~~	~~Finance lease assets are recorded net of accumulated amortization of $8.3 million at December 31, 2019.~~



(in millions)	Operating Leases		Finance Leases
Remainder of fiscal 2020	$	52.9	$	0.9
Fiscal 2021	96.7		1.1
Fiscal 2022	84.8		1.0
Fiscal 2023	72.8		0.8
Fiscal 2024	62.4		0.8
Thereafter	330.7		0.4
Total lease payments	700.3		5.0
Less: imputed interest	124.6		1.0
Present value of lease liabilities	$	575.7	$	4.0



(in millions)	Operating Leases
Fiscal 2020	$	97.6
Fiscal 2021	90.4
Fiscal 2022	77.7
Fiscal 2023	67.3
Fiscal 2024	55.9
Thereafter	301.8
Total minimum obligations	$	690.7



	~~December 31, 2019~~
~~Weighted average remaining lease term (in years):~~
~~Operating leases~~	~~10.0~~
~~Finance leases~~	~~4.0~~

~~Weighted average discount rate:~~
~~Operating Leases~~	~~3.9~~	%
~~Finance leases~~	~~10.3~~	%


	Ordinary Shares			Treasury Shares
(shares and $ in millions)	Number of Shares	Amount		Number of Shares	Amount
Balance as of June 30, 2019	1,626	$	16	1	$	(16)
Share buy-back/cancellations	(6)	0
Options exercised and shares vested				(1)	15

Purchase of treasury shares				1	(10)
Balance as of September 30, 2019	1,620	$	16	1	$	(11)

Balance as of June 30, 2020	1,569	$	16	7	$	(67)

Options exercised and shares vested				(2)	18


Balance as of September 30, 2020	1,569	$	16	5	$	(49)


	Foreign Currency Translation		Net Investment Hedge		Pension		Effective Derivatives		Total Accumulated Other Comprehensive Income (Loss)
($ in millions)	(Net of Tax)		(Net of Tax)		(Net of Tax)		(Net of Tax)
Balance as of June 30, 2019	$	(609)	$	(11)	$	(90)	$	(12)	$	(722)
Other comprehensive income (loss) before reclassifications	(60)		(2)		0		(1)		(63)
Amounts reclassified from accumulated other comprehensive income (loss)	9		0		1		2		12
Net current period other comprehensive income (loss)	(51)		(2)		1		1		(51)
Balance as of September 30, 2019	$	(660)	$	(13)	$	(88)	$	(12)	$	(773)

Balance as of June 30, 2020	$	(896)	$	(14)	$	(106)	$	(34)	$	(1,049)
Other comprehensive income (loss) before reclassifications	(1)		0		(1)		1		(1)
Amounts reclassified from accumulated other comprehensive income (loss)	25		0		3		3		31
Net current period other comprehensive income (loss)	24		0		2		4		30
Balance as of September 30, 2020	$	(872)	$	(14)	$	(104)	$	(30)	$	(1,019)



	Three Months Ended December 31,										Six Months Ended December 31,
($ in millions, except per share amounts)	2019					2018					2019					2018
Net sales	$	3,043.1		100.0	%	$	2,285.4		100.0	%	$	6,183.8		100.0	%	$	4,545.6		100.0	%
Cost of Sales	(2,425.8		)	(79.7	%)	(1,832.4		)	(80.2	%)	(5,019.8		)	(81.2	%)	(3,701.0		)	(81.4	%)

Gross profit	617.3			20.3	%	453.0			19.8	%	1,164.0			18.8	%	844.6			18.6	%

Operating expenses:
Selling, general, and administrative expenses	(308.3		)	(10.1	%)	(205.3		)	(9.0	%)	(680.2		)	(11.0	%)	(403.6		)	(8.9	%)
Research and development expenses	(23.5		)	(0.8	%)	(17.3		)	(0.8	%)	(49.4		)	(0.8	%)	(31.5		)	(0.7	%)
Restructuring and related expenses	(24.1		)	(0.8	%)	(39.9		)	(1.7	%)	(41.7		)	(0.7	%)	(52.4		)	(1.2	%)
Other income, net	10.9			0.4	%	31.0			1.4	%	20.2			0.3	%	41.9			0.9	%

Operating income	272.3			8.9	%	221.5			9.7	%	412.9			6.7	%	399.0			8.8	%

Interest income	6.3			0.2	%	5.2			0.2	%	13.0			0.2	%	8.1			0.2	%
Interest expense	(52.3		)	(1.7	%)	(52.1		)	(2.3	%)	(112.0		)	(1.8	%)	(108.4		)	(2.4	%)
Other non-operating income (loss), net	4.4			0.1	%	5.7			0.2	%	12.0			0.2	%	3.1			0.1	%

Income from continuing operations before income taxes and equity in income (loss) of affiliated companies	230.7			7.6	%	180.3			7.9	%	325.9			5.3	%	301.8			6.6	%

Income tax expense	(45.1		)	(1.5	%)	(31.1		)	(1.4	%)	(66.9		)	(1.1	%)	(52.8		)	(1.2	%)
Equity in income (loss) of affiliated companies	2.2			0.1	%	(8.6		)	(0.4	%)	4.5			0.1	%	(6.9		)	(0.2	%)

Income from continuing operations	187.8			6.2	%	140.6			6.2	%	263.5			4.3	%	242.1			5.3	%

Income (loss) from discontinued operations	—			—	%	—			—	%	(7.7		)	(0.1	%)	—			—	%

Net income	$	187.8		6.2	%	$	140.6		6.2	%	$	255.8		4.1	%	$	242.1		5.3	%

Net (income) loss attributable to non-controlling interests	(2.2		)	(0.1	%)	(2.0		)	(0.1	%)	(4.2		)	(0.1	%)	(5.1		)	(0.1	%)

Net income attributable to Amcor plc	$	185.6		6.1	%	$	138.6		6.1	%	$	251.6		4.1	%	$	237.0		5.2	%



Period	Total Number of Shares Purchased (2)	Average Price Paid Per Share (2)(3)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (1)
October 1 - 31, 2019	—	$	—	—	$	441.8
November 1 - 30, 2019	7,556	10.03		7,547	366.1
December 1 - 31, 2019	8,637	10.33		8,547	277.8
Total	16,193	$	10.19	16,094